Common use of Indenture and Guarantees Clause in Contracts

Indenture and Guarantees. The Company issued the Notes under an Indenture, dated as of March 29, 2000 (the "Indenture"), by and among the Company, the Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 7/8% Senior Subordinated Notes due 2010, 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 Section 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 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.sx. 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. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the TIA for a statement of them. 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 in the manner provided in the Indenture. 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 existing on the Issue Date (each, a "Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Notes Securities under an Indenture, dated as of March 29May 4, 2000 1995 (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 Note is one of a duly authorized issue of Notes of the Company designated as its 11 7/8% Senior Subordinated Notes due 2010, 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 Section 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 Notes 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.sx. 00aaa-77bbbbSections 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 Notes Securities are subject to all such terms, and holders Holders of Notes Securities are referred to the Indenture and the TIA said Act for a statement of them. The Notes Securities are general unsecured obligations of the Company. The Notes are subordinated Company limited in right of payment aggregate principal amount to all Senior Indebtedness of the Company to the extent and in the manner provided in the Indenture. 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$200,000,000. Payment on the Notes each Security is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, by each Restricted the Subsidiary (other than Foreign Subsidiaries) of the Company existing on the Issue Date (each, a "Guarantor") Guarantors pursuant to Article Eleven and Article Twelve of the Indenture. In additionThe Securities include the Initial Securities and the Exchange Securities, as defined below, issued in exchange for the 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 Initial Securities pursuant to the Indenture Indenture. The Initial Securities and the Exchange Securities are treated as a Guarantor and guarantee payment on the Notes pursuant to Article Eleven and Article Twelve single class of securities under the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company Issuers issued the Notes Securities under an Indenture, dated as of March 29February 2, 2000 1998 (the "Indenture"), by and among the Company, the Guarantors Issuers and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note Security is one of a duly authorized issue of Notes Securities of the Company Issuers designated as its 11 7/8their 10 3/4% Senior Subordinated Discount Notes due 20102009, 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 Section 4.04 of the Indenture. The Notes are B, limited (except as permitted otherwise provided in the Indenture) to an in aggregate principal amount of at maturity to $200,000,000. The Notes include the 11 7/8% Senior Subordinated Notes due 2010169,000,000, 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 which may be issued under the Indenture. The terms of the Notes 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.sx. 00aaa-77bbbbSections 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 Notes Securities are subject to all such terms, and holders of Notes Securities are referred to the Indenture and the TIA for a statement of them. The Notes Securities 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 in the manner provided in the Indenture. 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 existing on the Issue Date (each, a "Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be releasedIssuers.

Indenture and Guarantees. The Company issued the Notes Securities under an Indenture, dated as of March 29February 20, 2000 1997 (the "Indenture"), by and among between the Company, the Guarantors Company and the Trustee. --------- Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 7/8% Senior Subordinated Notes due 2010, 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 Section 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 Notes 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.sx. 00aaa-77bbbb(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 Notes Securities are subject to all such terms, and holders of Notes Securities are referred to the Indenture and the TIA for a statement of them. The Notes Securities are general unsecured obligations of the CompanyCompany limited in aggregate principal amount to $200,000,000. The Notes are subordinated in right of payment to all If any Restricted Subsidiary guarantees any Senior Indebtedness of the Company which has registration rights (including the requirement to effect an exchange offer registered under the extent and in Securities Act) or which is registered under the manner provided in the Indenture. Each Holder of a NoteSecurities Act, 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 payment on the Notes is each Security shall be guaranteed (each, a "Guaranty"), ) on a senior subordinated basis, jointly and severally, by each such -------- Restricted Subsidiary (other than Foreign Subsidiaries) of the Company existing on the Issue Date (each, a "Guarantor") pursuant to Article Eleven and --------- Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Notes Securities under an Indenture, dated as of March 29September 15, 2000 1992 (the "Indenture"), by and among the Company, the Guarantors and the Trustee. This Security is one of a duly authorized issue of Securities of the Company designated as its 12% Senior Notes Due 2002, Series B (the "Series B Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $90,000,000, which may be issued under the Indenture. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 7/8% Senior Subordinated Notes due 2010, 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 Section 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 Notes 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.sxU.S. Code xx.xx. 00aaa-77bbbb77aaa-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 Notes Securities are subject to all such terms, and holders Holders of Notes Securities are referred to the Indenture and the TIA said Act for a statement of them. The Notes Securities are general unsecured obligations of the Company. The Notes are subordinated Company limited in right of payment aggregate principal amount to all Senior Indebtedness of the Company to the extent and in the manner provided in the Indenture. 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$90,000,000. Payment on the Notes each Security is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary (other than Foreign Subsidiaries) of the Company existing on the Issue Date (each, a "Guarantor") Guarantors pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Notes Securities under an Indenture, dated as of March 29September 15, 2000 1992 (the "Indenture"), by and among the Company, the Guarantors and the Trustee. This Security is one of a duly authorized issue of Securities of the Company designated as its 12% Senior Notes Due 2002, Series A (the "Series A Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $90,000,000, which may be issued under the Indenture. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 7/8% Senior Subordinated Notes due 2010, 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 Section 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 Notes 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.sxU.S. Code xx.xx. 00aaa-77bbbb77aaa-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 Notes Securities are subject to all such terms, and holders Holders of Notes Securities are referred to the Indenture and the TIA said Act for a statement of them. The Notes Securities are general unsecured obligations of the Company. The Notes are subordinated Company limited in right of payment aggregate principal amount to all Senior Indebtedness of the Company to the extent and in the manner provided in the Indenture. 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$90,000,000. Payment on the Notes each Security is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary (other than Foreign Subsidiaries) of the Company existing on the Issue Date (each, a "Guarantor") Guarantors pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties 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 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 Notes Securities under an Indenture, dated as of March 29August 24, 2000 1999 (the "Indenture"), by and among the Company, Fedders Corporation, a Delaware corporation and the Guarantors sole stockholder of the Company (the "Guarantor"), and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 7/8% Senior Subordinated Notes due 2010, 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 Section 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 Notes 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.sx. 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. Notwithstanding anything to the contrary herein, the Notes Securities are subject to all such terms, and holders of Notes Securities are referred to the Indenture and the TIA for a statement of them. The Notes Securities are general unsecured obligations of the Company. The Notes Company limited in aggregate principal amount to $100,000,000, [of which only $50,000,000 are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and being initially issued on August 24, 1999 in the manner provided in the Indenture. Each Holder form 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 existing on the Issue Date (each, a "Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be releasedSeries A Securities].

Indenture and Guarantees. The Company Issuers issued the Notes Securities under an Indenture, dated as of March 29February 2, 2000 1998 (the "Indenture"), by and among the Company, the Guarantors Issuers and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note Security is one of a duly authorized issue of Notes Securities of the Company Issuers designated as its 11 7/8their 10 3/4% Senior Subordinated Discount Notes due 20102009, 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 Section 4.04 of the Indenture. The Notes are A, limited (except as permitted otherwise provided in the Indenture) to an in aggregate principal amount of at maturity to $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 169,000,000 which may be issued under the Indenture. The terms of the Notes 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.sx. 00aaa-77bbbbSections 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 Notes Securities are subject to all such terms, and holders of Notes Securities are referred to the Indenture and the TIA for a statement of them. The Notes Securities 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 in the manner provided in the Indenture. 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 existing on the Issue Date (each, a "Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be releasedIssuers.

Indenture and Guarantees. The Company issued the Notes Securities under an Indenture, dated as of March 29February 20, 2000 1997 (the "Indenture"), by and among between the Company, the Guarantors Company and the Trustee. --------- Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 7/8% Senior Subordinated Notes due 2010, 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 Section 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 Notes 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.sx. 00aaa-77bbbb(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 Notes Securities are subject to all such terms, and holders of Notes Securities are referred to the Indenture and the TIA for a statement of them. The Notes Securities are general unsecured obligations of the CompanyCompany limited in aggregate principal face amount to $275,000,000. The Notes are subordinated in right of payment to all If any Restricted Subsidiary guarantees any Senior Indebtedness of the Company which has registration rights (including the requirement to effect an exchange offer registered under the extent and in Securities Act) or which is registered under the manner provided in the Indenture. Each Holder of a NoteSecurities Act, 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 payment on the Notes is each Security shall be guaranteed (each, a "Guaranty"), ) on a senior subordinated basis, jointly and -------- severally, by each such Restricted Subsidiary (other than Foreign Subsidiaries) of the Company existing on the Issue Date (each, a "Guarantor") pursuant to --------- Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Notes Securities under an Indenture, dated as of March 29February 20, 2000 1997 (the "Indenture"), by and among between the Company, the Guarantors Company and the Trustee. --------- Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 7/8% Senior Subordinated Notes due 2010, 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 Section 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 Notes 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.sx. 00aaa-77bbbb(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 Notes Securities are subject to all such terms, and holders of Notes Securities are referred to the Indenture and the TIA for a statement of them. The Notes Securities are general unsecured obligations of the CompanyCompany limited in aggregate principal face amount to $275,000,000. The Notes are subordinated in right of payment to all If any Restricted Subsidiary guarantees any Senior Indebtedness of the Company which has registration rights (including the requirement to effect an exchange offer registered under the extent and in Securities Act) or which is registered under the manner provided in the Indenture. Each Holder of a NoteSecurities Act, 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 payment on the Notes is each Security shall be guaranteed (each, a "Guaranty"), ) on a senior subordinated basis, jointly and -------- severally, by each such Restricted Subsidiary (other than Foreign Subsidiaries) of the Company existing on the Issue Date (each, a "Guarantor") pursuant to --------- Article Eleven and Article Twelve of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company issued the Notes Securities under an Indenture, dated as of March 29May 1, 2000 2002 (the "Indenture"), by and among the Company, the Guarantors and the Trustee. --------- Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 7/8% Senior Subordinated Notes due 2010, 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 Section 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 Notes 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.sx. 00aaa-77bbbb(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 Notes Securities are subject to all such terms, and holders Holders of Notes Securities are referred to the Indenture and the TIA for a statement of them. The Notes Securities are not limited in aggregate principal amount. The Securities 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 in the manner provided in the Indenture. 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 each Security is unconditionally guaranteed (each, a "Guaranty"), on a senior subordinated unsecured basis, jointly and severally, by each Restricted Subsidiary (other than Foreign Subsidiaries) of the Company existing on the Issue Date (each, a "Guarantor") Guarantors pursuant to Article Eleven and Article Twelve Ten of the Indenture. In addition, the 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 guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also be required to be Guarantors to the extent such Foreign Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is not a Foreign Subsidiary in a principal amount equal to or greater than $25.0 million in the aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.