Common use of Indenture and Guarantees Clause in Contracts

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9, 1999 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 11% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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.C. 'ss''ss' 77aaa-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. 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. 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 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 "Guaranty"), on a senior subordinated basis, jointly and severally, by each Eligible Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company Issuer issued the Securities under an Indenture, Indenture dated as of August 9July 31, 1999 1998 (the "Indenture"), by and among the CompanyIssuer, each of the Subsidiary Guarantors party thereto from time to time and Norwest Bank Minnesota, National Association, as trustee (the "Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein"). This Security is one of a duly authorized issue of Securities of the Company Issuer designated as its 1110% Senior Subordinated Notes due 2009, Series A 2008 issued on the Issue Date (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000300.0 million, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (Securities, as defined below) , issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement, or with respect to Securities 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. 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 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 purposeIssuer. Payment on the Securities each Security is guaranteed (each, a "Guaranty"), on a an unsecured senior subordinated basis, jointly and severally, by each Eligible Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") Guarantors pursuant to Article Eleven and Article Twelve of the Indenture. In additionEach Holder, the Indenture requires the Company by accepting a Security, agrees 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 be bound by all terms and guarantee payment on the Securities pursuant to Article Eleven and Article Twelve provisions of the Indenture. In certain circumstances, as the Guaranties same may be releasedamended from time to time in accordance with its terms.

Indenture and Guarantees. The Company Issuers issued the Securities under an Indenture, dated as of August 9February 2, 1999 1998 (the "Indenture"), by and among the CompanyIssuers, the Subsidiary Guarantors Xxxxxx Packaging Holdings Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company Issuers designated as its 11their 8 3/4% Senior Subordinated Notes due 20092008, Series A (A, issued under the "Initial Securities"), Indenture The aggregate principal amount of Securities which may be issued under the Indenture is limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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 Indenture325,000,000. 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.C. 'ss''ss' xx.xx. 77aaa-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. 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. The Securities are general unsecured obligations of the CompanyIssuers. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company Issuers 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 Nothing contained in the Indenture or in any Securities is guaranteed or Holdings Guarantee shall require Holdings to preserve its existence, and Holdings may be dissolved at any time (each, whether in connection with a "Guaranty"Holdings IPO Reorganization or otherwise), on a . The Securities will rank pari passu in right of payment with any future senior subordinated basis, jointly and severally, by each Eligible Subsidiary indebtedness of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant Issuers and will rank senior in right of payment to Article Eleven and Article Twelve any other subordinated obligations of the Indenture. In addition, the 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be releasedIssuers.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9July 7, 1999 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the --------- Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 1112 1/2% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), limited (except as otherwise ------------------ provided in the Indenture) in aggregate principal amount to $200,000,000100,000,000, which may be issued 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a --------- senior subordinated basis, jointly and severally, by each Eligible Domestic Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") --------- pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company Issuers issued the Securities under an Indenture, dated as of August 9February 2, 1999 1998 (the "Indenture"), by and among the CompanyIssuers, the Subsidiary Guarantors Xxxxxx Packaging Holdings Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company Issuers designated as its 11% Senior their Floating Interest Rate Subordinated Notes Term Securities due 20092008, Series A (B, issued under the "Initial Securities"), Indenture. The aggregate principal amount of Securities which may be issued under the Indenture is limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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. 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.C. 'ss''ss' xx.xx. 77aaa-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. 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. The Securities are general unsecured obligations of the CompanyIssuers. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company Issuers 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 Nothing contained in the Indenture or in any Securities is guaranteed or Holdings Guarantee shall require Holdings to preserve its existence, and Holdings may be dissolved at any time (each, whether in connection with a "Guaranty"Holdings IPO Reorganization or otherwise), on a . The Securities will rank pari passu in right of payment with any future senior subordinated basis, jointly and severally, by each Eligible Subsidiary indebtedness of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant Issuers and will rank senior in right of payment to Article Eleven and Article Twelve any other subordinated obligations of the Indenture. In addition, the 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be releasedIssuers.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9July 7, 1999 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the --------- Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 1112 1/2% Senior Subordinated Notes due 2009, Series B (the "Unrestricted Securities"), limited (except as otherwise ----------------------- provided in the Indenture) in aggregate principal amount to $100,000,000, which may be issued under the Indenture. The Securities include the 12 1/2% Senior Subordinated Notes due 2009, Series A (the "Initial ------- Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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 AgreementSecurities. 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a --------- senior subordinated basis, jointly and severally, by each Eligible Domestic Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") --------- pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

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

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

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9March 1, 1999 1998 (the "Indenture"), by and among the Finance Co., Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 1110 3/4% Senior Subordinated Notes due 20092008, Series A B (the "Initial Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000150,000,000, which may be issued 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 (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights AgreementSecurities. 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. The Securities are general unsecured obligations of the CompanyCompany 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 subordinated in right of payment to all Senior Indebtedness of the Company 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company issued the Securities Notes under an Indenture, dated as of August 9March 5, 1999 2003 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security Note is one of a duly authorized issue of Securities Notes of the Company designated as its 1110% Senior Convertible Subordinated Notes due 2009, Series A (the "Initial Securities")2007, limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,00050,000,000, which may be issued 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 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.C. 'ss''ss' Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (except as otherwise 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. Notwithstanding anything to the contrary herein, the Securities Notes are subject to all such terms, and holders of Securities Notes are referred to the Indenture and the TIA for a statement of them. The Securities Notes are general unsecured obligations of the Company. The Securities Notes are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and in the manner provided in the Indenture. Each Holder of a SecurityNote, by accepting a SecurityNote, 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 Notes is guaranteed (each, a "GuarantyGuarantee"), on a senior subordinated junior basis, jointly and severally, by each Eligible Domestic Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Domestic Restricted 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 guarantee payment on the Securities Notes pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August May 9, 1999 1997 (the "IndentureINDENTURE"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 1110 7/8% Senior Subordinated Notes due 20092004, Series A B (the "Initial SecuritiesUNRESTRICTED SECURITIES"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,00070,000,000, which may be issued under the Indenture. The Securities include the Initial Securities10 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 (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights AgreementSecurities. 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.C. 'ss''ss' Sections 77aaa-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. 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. 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 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 "GuarantyGUARANTY"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary GuarantorGUARANTOR") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August May 9, 1999 1997 (the "IndentureINDENTURE"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 1110 7/8% Senior Subordinated Notes due 20092004, Series A (the "Initial SecuritiesINITIAL SECURITIES"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,00070,000,000, which Which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indentureindenture) 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 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.C. 'ss''ss' Sections 77aaa-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 indenture is qualified under the TIA. 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. 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 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 "GuarantyGUARANTY"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary GuarantorGUARANTOR") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9December 12, 1999 1997 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 1111 1/4% Senior Subordinated Notes due 20092007, Series A B (the "Initial Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,00095,000,000, which may be issued 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 (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights AgreementSecurities. 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.C. 'ss''ss' Sections 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9, 1999 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 11% Senior Subordinated Notes due 2009, Series A B (the "Initial Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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 (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights AgreementSecurities. 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.C. 'ss''ssSS''SS' 77aaa-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. 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. 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 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 "Guaranty"), on a senior subordinated basis, jointly and severally, by each Eligible Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9November 24, 1999 1998 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 119 1/2% Senior Subordinated Notes due 20092008, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000170,000,000, which may be issued 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.C. 'ss''ss' Sections 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9December 12, 1999 1997 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 1111 1/4% Senior Subordinated Notes due 20092007, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,00095,000,000, which may be issued 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.C. 'ss''ss' Sections 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company issued the Securities Notes under an Indenture, dated as of August 9March 5, 1999 2003 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security Note is one of a duly authorized issue of Securities Notes of the Company designated as its 1110% Senior Convertible Subordinated Notes due 2009, Series A (the "Initial Securities")2007, limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,00060,000,000, which may be issued 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 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.C. 'ss''ss' ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the date of daxx xx 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. Notwithstanding anything to the contrary herein, the Securities Notes are subject to all such terms, and holders of Securities Notes are referred to the Indenture and the TIA for a statement of them. The Securities Notes are general unsecured obligations of the Company. The Securities Notes are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and in the manner provided in the Indenture. Each Holder of a SecurityNote, by accepting a SecurityNote, 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 Notes is guaranteed (each, a "GuarantyGuarantee"), on a senior subordinated junior basis, jointly and severally, by each Eligible Domestic Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Domestic Restricted 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 guarantee payment on the Securities Notes pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company Issuers have issued the Securities under an Indenture, Indenture dated as of August 913, 1999 (the "Indenture"), by and ) among the CompanyIssuers, the Subsidiary Guarantors Guarantors, the Trustee and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined hereinCollateral Agent. This Security is one of a duly authorized an issue of Securities 13 3/4% Senior Secured Notes Due 2009 of the Company designated as its 11% Senior Subordinated Notes due 2009Issuers issued, Series A (the "Initial Securities")or to be issued, limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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.C. 'ss''ss' U.S. Code 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. Notwithstanding anything to the contrary herein, the The Securities are subject to all such terms, and holders of Securities Holders are referred to the Indenture and the TIA for a statement of them. The Securities are general unsecured obligations of Capitalized and certain other terms used herein and not otherwise defined have the Companymeanings set forth in the Indenture. The Securities are subordinated in right of payment to all Senior Indebtedness senior secured obligations of the Company Issuers limited in aggregate principal amount 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$425,000,000. Payment on the Securities each Security is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, secured basis by each Eligible Subsidiary the Guarantors in accordance with the terms of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve X of the Indenture. In additionThe Indenture limits, among other things, the Indenture requires incurrence of Indebtedness by the Issuers and the Restricted Subsidiaries; the creation of Liens by the Issuers and the Restricted Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company; transactions by the Company to cause each Eligible Subsidiary formed, created or acquired after and the Issue Date that borrows under, or is required to become a guarantor of, Restricted Subsidiaries with their respective Affiliates; and the Credit Facility to become a party to the Indenture as a Subsidiary Guarantor and guarantee payment on the Securities pursuant to Article Eleven and Article Twelve ability of the IndentureCompany or any of the Restricted Subsidiaries to merge with or into another entity. In certain circumstances, the Guaranties may be releasedThe limitations are subject to a number of important qualifications and exceptions.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9July 22, 1999 1998 (the "Indenture"), by and among Finance Co., the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 1110 3/4% Senior Subordinated Notes due 20092008, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000150,000,000, which may be issued 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, 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. The Securities are general unsecured obligations of the CompanyCompany 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 subordinated in right of payment to all Senior Indebtedness of the Company 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company Issuers issued the Securities under an Indenture, dated as of August 9February 2, 1999 1998 (the "Indenture"), by and among the CompanyIssuers, the Subsidiary Guarantors Xxxxxx Packaging Holdings Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company Issuers designated as its 11their 8 3/4% Senior Subordinated Notes due 20092008, Series A (the "Initial Securities")B, limited (except as otherwise provided in under the Indenture) in . The aggregate principal amount to $200,000,000, of Securities which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities Indenture is limited (except as defined provided 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$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.C. 'ss''ss' xx.xx. 77aaa-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. 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. The Securities are general unsecured obligations of the CompanyIssuers. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company Issuers 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 Nothing contained in the Indenture or in any Securities is guaranteed or Holdings Guarantee shall require Holdings to preserve its existence, and Holdings may be dissolved at any time (each, whether in connection with a "Guaranty"Holdings IPO Reorganization or otherwise), on a . The Securities will rank pari passu in right of payment with any future senior subordinated basis, jointly and severally, by each Eligible Subsidiary indebtedness of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant Issuers and will rank senior in right of payment to Article Eleven and Article Twelve any other subordinated obligations of the Indenture. In addition, the 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be releasedIssuers.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9November 24, 1999 1998 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 119 1/2% Senior Subordinated Notes due 20092008, Series A B (the "Initial Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000170,000,000, which may be issued 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 (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights AgreementSecurities. 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.C. 'ss''ss' Sections 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9July 1, 1999 1997 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 119% Senior Subordinated Notes due 20092007, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000400,000,000, which may be issued 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9March 1, 1999 1998 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 118 3/4% Senior Subordinated Notes due 20092008, Series A B (the "Initial Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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 (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights AgreementSecurities. 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company Issuers issued the Securities under an Indenture, dated as of August 9February 2, 1999 1998 (the "Indenture"), by and among the CompanyIssuers, the Subsidiary Guarantors Xxxxxx Packaging Holdings Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company Issuers designated as its 11% Senior their Floating Interest Rate Subordinated Notes Term Securities due 20092008, Series A (A, issued under the "Initial Securities"), Indenture. The aggregate principal amount of Securities which may be issued under the Indenture is limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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 Indenture325,000,000. 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.C. 'ss''ss' xx.xx. 77aaa-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. 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. The Securities are general unsecured obligations of the CompanyIssuers. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company Issuers 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 Nothing contained in the Indenture or in any Securities is guaranteed or Holdings Guarantee shall require Holdings to preserve its existence, and Holdings may be dissolved at any time (each, whether in connection with a "Guaranty"Holdings IPO Reorganization or otherwise), on a . The Securities will rank pari passu in right of payment with any future senior subordinated basis, jointly and severally, by each Eligible Subsidiary indebtedness of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant Issuers and will rank senior in right of payment to Article Eleven and Article Twelve any other subordinated obligations of the Indenture. In addition, the 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties may be releasedIssuers.

Indenture and Guarantees. The Company Issuer issued the Securities under an Indenture, Indenture dated as of August 9July 31, 1999 1998 (the "Indenture"), by and among the CompanyIssuer, each of the Subsidiary Guarantors party thereto from time to time and Norwest Bank Minnesota, National Association, as trustee (the "Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein"). This Security is one of a duly authorized issue of Securities of the Company Issuer designated as its 1110% Senior Subordinated Notes due 2009, Series A 2008 (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000300.0 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 (as defined in the Indenture) and the Unrestricted Securities (Securities, as defined below) , issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement, or with respect to Securities 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. 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 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 purposeIssuer. Payment on the Securities each Security is guaranteed (each, a "Guaranty"), on a an unsecured senior subordinated basis, jointly and severally, by each Eligible Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") Guarantors pursuant to Article Eleven and Article Twelve of the Indenture. In additionEach Holder, the Indenture requires the Company by accepting a Security, agrees 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 be bound by all terms and guarantee payment on the Securities pursuant to Article Eleven and Article Twelve provisions of the Indenture. In certain circumstances, as the Guaranties same may be releasedamended from time to time in accordance with its terms.

Indenture and Guarantees. The Company Issuers have issued the Securities under an Indenture, Indenture dated as of August 913, 1999 (the "Indenture"), by and ) among the CompanyIssuers, the Subsidiary Guarantors Guarantors, the Trustee and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined hereinCollateral Agent. This Security is one of a duly authorized an issue of Securities 13 3/4% Senior Secured Notes Due 2009 of the Company designated as its 11% Senior Subordinated Notes due 2009Issuers issued, Series A (the "Initial Securities")or to be issued, limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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.C. 'ss''ss' U.S. Code 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. Notwithstanding anything to the contrary herein, the The Securities are subject to all such terms, and holders of Securities Holders are referred to the Indenture and the TIA for a statement of them. The Securities are general unsecured obligations of Capitalized and certain other terms used herein and not otherwise defined have the Companymeanings set forth in the Indenture. The Securities are subordinated in right of payment to all Senior Indebtedness senior secured obligations of the Company Issuers limited in aggregate principal amount 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$425,000,000. Payment on the Securities each Security is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, se- cured basis by each Eligible Subsidiary the Guarantors in accordance with the terms of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve X of the Indenture. In additionThe Indenture limits, among other things, the Indenture requires incurrence of Indebtedness by the Issuers and the Restricted Subsidiaries; the creation of Liens by the Issuers and the Restricted Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company; transactions by the Company to cause each Eligible Subsidiary formed, created or acquired after and the Issue Date that borrows under, or is required to become a guarantor of, Restricted Subsidiaries with their respective Affiliates; and the Credit Facility to become a party to the Indenture as a Subsidiary Guarantor and guarantee payment on the Securities pursuant to Article Eleven and Article Twelve ability of the IndentureCompany or any of the Restricted Subsidiaries to merge with or into another entity. In certain circumstances, the Guaranties may be releasedThe limitations are subject to a number of important qualifications and exceptions.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9July 1, 1999 1997 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 119% Senior Subordinated Notes due 20092007, Series A B (the "Initial Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000400,000,000, which may be issued 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 (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights AgreementSecurities. 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.

Indenture and Guarantees. The Company issued the Securities under an Indenture, dated as of August 9March 1, 1999 1998 (the "Indenture"), by and among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 118 3/4% Senior Subordinated Notes due 20092008, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued 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.C. 'ss''ss' (S)(S) 77aaa-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. 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. 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 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 "GuarantyGuarantee"), on a senior subordinated basis, jointly and severally, by each Eligible Restricted Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in certain circumstances subject to certain exceptions, the Indenture requires the Company to cause each Eligible Restricted 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 guarantee payment on the Securities pursuant to Article Eleven and Article Twelve of the Indenture. In certain circumstances, the Guaranties Guarantees may be released.