Common use of Indenture Clause in Contracts

Indenture. The Company issued the Securities under an Indenture dated as of March 12, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 13, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8¼% Senior Secured Notes, Series A, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 150,000,000 aggregate principal amount of the Company’s 9¾% 8¼% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12December 13, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8¼% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2011 or 8¼% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 13, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8¼% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary GuarantorsGuarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12January 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8 1/4% Senior Secured Notes, Series AB, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 180,000,000 aggregate principal amount of the Company’s 9¾% 's 8 1/4% Senior Secured Notes, Series A, due 2010 2012 issued under the Indenture on March 12January 23, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2012 or 9¾% 8 1/4% Senior Secured Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12January 23, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 8 1/4% Senior Secured Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 13, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 150,000,000 aggregate principal amount of the Company’s 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12December 13, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8 1/4% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2011 or 8 1/4% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 13, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8 1/4% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary GuarantorsGuarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12January 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 180,000,000 aggregate principal amount of the Company’s 9¾% 's 8 1/4% Senior Secured Notes, Series A, due 2010 2012 issued under the Indenture on March 12January 23, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2012 or 9¾% 8 1/4% Senior Secured Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12January 23, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 8 1/4% Senior Secured Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12August 1, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7.250% Senior Secured Notes, Series AB, due 2010 2019 referred to in the Indenture. The Securities include (i) $162,000,000 400,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 7.250% Senior Secured Notes, Series A, due 2010 2019 issued under the Indenture on March 12August 1, 2004 2011 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 7.250% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2019 or 7.250% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2019 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12August 1, 2004 2011 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 7.250% Senior Secured Notes, Series B, due 2010 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 3, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that at least the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 11½% Senior Secured Notes, Series A, due 2010 2014 referred to in the Indenture. The Securities include (i) $162,000,000 255,000,000 aggregate principal amount of the Company’s 9¾% 11½% Senior Secured Notes, Series A, due 2010 2014 issued under the Indenture on March 12June 3, 2004 2009 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 11½% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2014 or 9¾% 11½% Senior Secured Notes, Series B, due 2010 2014 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 3, 2004 2009 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 11½% Senior Secured Notes, Series B, due 2010 2014 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12August 1, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7.250% Senior Secured Notes, Series A, due 2010 2019 referred to in the Indenture. The Securities include (i) $162,000,000 400,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 7.250% Senior Secured Notes, Series A, due 2010 2019 issued under the Indenture on March 12August 1, 2004 2011 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 7.250% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2019 or 7.250% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2019 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12August 1, 2004 2011 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 7.250% Senior Secured Notes, Series B, due 2010 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 15, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, MQ Associates, Inc. ("Holdings"), the Subsidiary Guarantors and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 11 7/8% Senior Secured Subordinated Notes, Series A, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 180,000,000 aggregate principal amount of the Company’s 9¾% 's 11 7/8% Senior Secured Subordinated Notes, Series A, due 2010 2012 issued under the Indenture on March 12August 15, 2004 2002 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 11 7/8% Senior Secured Subordinated Notes, Series A, due 2010 2012 or 9¾% 11 7/8% Senior Secured Subordinated Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12August 15, 2004 2002 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 11 7/8% Senior Secured Subordinated Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 16, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 6.50% Senior Secured Subordinated Notes, Series A, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the Company’s 9¾% 6.50% Senior Secured Subordinated Notes, Series A, due 2010 2012 issued under the Indenture on March 12December 16, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 6.50% Senior Secured Subordinated Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2012 or 6.50% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Subordinated Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 16, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 6.50% Senior Secured Subordinated Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors Guarantors, if any, have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article XI of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior subordinated basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12April 18, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9.25% Senior Secured Notes, Series AS, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 9.25% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12April 18, 2004 2002 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9.25% Senior Secured Notes, Series A, due 2010 or 9¾% 9.25% Senior Secured Notes, Series BS, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 18, 2004 2002 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 9.25% Senior Secured Notes, Series BS, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Service (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). Notwithstanding the foregoing, if at any time the Company's credit rating is downgraded from Investment Grade Status, such limitations shall be reinstated in full force and effect to the same extent as though the Company had never attained Investment Grade Status. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesSubsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of a duly authorized issue of Securities of the 9¾% Company designated as its 13 1/2% Senior Secured NotesNotes due 2005, Series AB (herein called the "Series B Securities"), due 2010 limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to US$125,000,000, which may be issued under an indenture (herein called the "Indenture") dated as of June 1, 1997, between the Company and The Chase Manhattan Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, du- ties, obligations, covenants and immunities thereunder of the Company, the Trustee, the Guarantors and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Series B Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount No reference herein to the Indenture and no provision of this Series B Security or of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under Indenture shall alter or impair the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 obligation of the Company that may be issued from time or any Guarantor, which is absolute and unconditional, to time under pay the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, if any, and interest (including post-filing on this Security at the times, place, and rate, and in the coin or post-petition interest) on the currency, herein prescribed. The Series B Securities and all other amounts payable by were issued pursuant to an exchange offer pursuant to which 13 1/2% Senior Notes due 2005, Series A of the Company under (herein called the Indenture"Series A Securities"), the Securities, the Collateral Documents in like principal amount and the Intercreditor Agreement when and having substantially identical terms as the same shall be due and payableSeries B Securities (except that the Series A Securities were subject to certain restrictions on transfer thereof), whether at maturity, by acceleration or otherwise, according to were exchanged for the terms of the Series B Securities. The Series A Securities and the Indenture, Series B Securities are together referred to herein as the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture"Securities."

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12October 21, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Guarantors, the Trustee and the TrusteeNotes Collateral Agent. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture Issue Date (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 8.500% Senior Secured Notes, Series A, Notes due 2010 2019 referred to in the Indenture. The Securities Notes include (i) $162,000,000 200,000,000 aggregate principal amount of the Company’s 9¾% 8.500% Senior Secured Notes, Series A, Notes due 2010 2019 issued under the Indenture on March 12, 2004 (herein called “Initial SecuritiesNotes”), ) and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notesnotes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 issued pursuant to Article II of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, and otherwise in compliance with the 2007 provisions of the Indenture, having identical terms and conditions as the Notes other than issue date, issue price and 2008 Notes, the first interest payment date (herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) 2.1 of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Notes and Additional Securities and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on on, among others, the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stockassets, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiariestransaction with affiliates, the making of payments for consents, designation of restricted and unrestricted subsidiaries, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing postfiling or post-petition interest) on the Securities Notes and all other amounts payable by the Company under the Indenture, the SecuritiesNotes, the Collateral Notes Documents and the Intercreditor Agreement (including expenses and indemnification) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have as primary obligors and not merely as sureties, irrevocably and unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, on a senior secured basis, all such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 8, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8% Senior Secured Subordinated Notes, Series A, due 2010 2015 referred to in the Indenture. The Securities include (i) $162,000,000 204,000,000 aggregate principal amount of the Company’s 9¾% 8% Senior Secured Subordinated Notes, Series A, due 2010 2015 issued under the Indenture on March 12December 8, 2004 2005 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8% Senior Secured Subordinated Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2015 or 8% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Subordinated Notes, Series B, due 2010 2015 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 8, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8% Senior Secured Subordinated Notes, Series B, due 2010 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article XI of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior subordinated basis.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12November 17, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9.375% Senior Secured Notes, Series AB, due 2010 2017 referred to in the Indenture. The Securities include (i) $162,000,000 375,000,000 aggregate principal amount of the Company’s 9¾% Issuer's 9.375% Senior Secured Notes, Series A, due 2010 2017 issued under the Indenture on March 12November 17, 2004 2009 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9.375% Senior Secured Notes, Series A, due 2010 2017 or 9¾% 9.375% Senior Secured Notes, Series B, due 2010 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12November 17, 2004 2009 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Issuer's 9.375% Senior Secured Notes, Series B, due 2010 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that at least the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12February 4, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10¾% Senior Secured Subordinated Notes, Series A, due 2010 2015 referred to in the Indenture. The Securities include (i) $162,000,000 152,000,000 aggregate principal amount of the Company’s 9¾% 10¾% Senior Secured Subordinated Notes, Series A, due 2010 2015 issued under the Indenture on March 12February 4, 2004 2005 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 10¾% Senior Secured Subordinated Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2015 or 10 3/4% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Subordinated Notes, Series B, due 2010 2015 of the Company that may be issued from time to time under the Indenture subsequent to March 12February 4, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 10 3/4% Senior Secured Subordinated Notes, Series B, due 2010 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have Guarantors, if any, will fully, unconditionally guaranteed and irrevocably Guarantee (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article XI of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior subordinated basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 24, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 103/4% Senior Secured Notes, Series AB, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 112,000,000 aggregate principal amount of the Company’s 9¾% 's 103/4% Senior Secured Notes, Series A, due 2010 2012 issued under the Indenture on March 12June 24, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 103/4% Senior Secured Notes, Series A, due 2010 2012 or 9¾% 103/4% Senior Secured Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 24, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 103/4% Senior Secured Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12February 4, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10¾% Senior Secured Subordinated Notes, Series A, due 2010 2015 referred to in the Indenture. The Securities include (i) $162,000,000 152,000,000 aggregate principal amount of the Company’s 9¾% 10¾% Senior Secured Subordinated Notes, Series A, due 2010 2015 issued under the Indenture on March 12February 4, 2004 2005 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 10¾% Senior Secured Subordinated Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2015 or 10¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Subordinated Notes, Series B, due 2010 2015 of the Company that may be issued from time to time under the Indenture subsequent to March 12February 4, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 10¾% Senior Secured Subordinated Notes, Series B, due 2010 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have Guarantors, if any, will fully, unconditionally guaranteed and irrevocably Guarantee (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article XI of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior subordinated basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12April 14, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Securities Guarantors and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10-1/2% Senior Secured Notes, Series AB, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 126,530,000 aggregate principal amount of the Company’s 9¾% 's 10-1/2% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12April 14, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10-1/2% Senior Secured Notes, Series A, due 2010 2011 or 9¾% 10-1/2% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 14, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10-1/2% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Securities Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Securities Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture Indenture, dated as of March 1230, 2004 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Guarantors, the Trustee and the TrusteeNotes Collateral Agent. 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 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”), although the Indenture is not required to be qualified under the Act. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are senior secured senior obligations of the Company. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 8.250% Senior Secured Notes, Series A, Notes due 2010 2020 referred to in the Indenture. The Securities Notes include (i) $162,000,000 540,000,000 aggregate principal amount of the Company’s 9¾% 8.250% Senior Secured Notes, Series A, Notes due 2010 2020 issued under the Indenture on March 1230, 2004 2015 (herein called “Initial SecuritiesNotes”), ) and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 8.250% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2020 of the Company that may be issued from time to time under the Indenture subsequent to March 1230, 2004 2015 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) 2.01 of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Notes and Additional Securities and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first first-priority and second second-priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations restrictions on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries secured debt and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities Notes and all other amounts payable by the Company under the Indenture, the Securities, Notes and the Collateral Documents (including expenses and the Intercreditor Agreement indemnification) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have as primary obligors and not merely as sureties, irrevocably and unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, on a senior secured basis, all such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12May 6, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 5.125% Senior Secured Notes, Series A, due 2010 2022 referred to in the Indenture. The Securities include (i) $162,000,000 600,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 5.125% Senior Secured Notes, Series A, due 2010 2022 issued under the Indenture on March 12May 6, 2004 2014 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 5.125% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2022 or 5.125% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2022 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12May 6, 2004 2014 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 5.125% Senior Secured Notes, Series B, due 2010 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the 2031 Notes as a Series of Securities under an the Indenture dated as of December 5, 2019 (the “Base Indenture”) between the Company and Trustee, as supplemented by the Third Supplemental Indenture, dated as of March 1224, 2004 2021 (as it may be amended or supplemented from time to time in accordance the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto, herein called the “Indenture”), ) among the Company, Diamondback O&G LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. The terms of the Securities 2031 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 2031 Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this 2031 Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities 2031 Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security 2031 Note is one of the 9¾% 3.125% Senior Secured Notes, Series A, Notes due 2010 2031 referred to in the Indenture. The Securities 2031 Notes include (i) $162,000,000 900,000,000 aggregate principal amount of the Company’s 9¾% 3.125% Senior Secured Notes, Series A, Notes due 2010 2031 issued under the Indenture on March 1224, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2021 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 3.125% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2031 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 1224, 2004 2021 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured 2031 Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class Series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12November 19, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 6.0% Senior Secured Notes, Series A, due 2010 2020 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 6.0% Senior Secured Notes, Series A, due 2010 2020 issued under the Indenture on March 12November 19, 2004 2012 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 6.0% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2020 or 6.0% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2020 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12November 19, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 6.0% Senior Secured Notes, Series B, due 2010 2020 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a Series of Securities under an the Indenture dated as of April 10, 2017 (the “Base Indenture”) between the Company and Trustee, as supplemented by the Second Supplemental Indenture dated as of March 128, 2004 2019 (as it may be amended or supplemented from time to time in accordance the “Supplemental Indenture” and together with the terms thereofBase Indenture, the “Indenture”), among ) by and between the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”)TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 4.375% Senior Secured Notes, Series A, Notes due 2010 2029 referred to in the Indenture. The Securities Notes include (i) $162,000,000 500,000,000 aggregate principal amount of the Company’s 9¾% 4.375% Senior Secured Notes, Series A, Notes due 2010 2029 issued under the Indenture on March 128, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2019 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 4.375% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2029 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 128, 2004 2019 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class Series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12December 21, 2004 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 5.0% Senior Secured Notes, Series A, due 2010 2025 referred to in the Indenture. The Securities include (i) $162,000,000 600,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 5.0% Senior Secured Notes, Series A, due 2010 2025 issued under the Indenture on March 12December 21, 2004 2016 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 5.0% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2025 or 5.0% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2025 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12December 21, 2004 2016 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 5.0% Senior Secured Notes, Series B, due 2010 2025 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of March 12May 3, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyRadioShack Corporation, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are secured senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 6.750% Senior Secured Unsecured Notes, Series A, due 2010 2019 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 325,000,000 principal amount of the CompanyIssuer’s 9¾% 6.750% Senior Secured Unsecured Notes, Series A, due 2010 2019 issued under the Indenture on March 12May 3, 2004 2011 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 6.750% Senior Secured Unsecured Notes, Series A, due 2010 2019 or 9¾% 6.750% Senior Secured Unsecured Notes, Series B, due 2010 2019 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12May 3, 2004 2011 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a2.01(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 6.750% Senior Secured Unsecured Notes, Series B, due 2010 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 16, 2004 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general senior secured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Floating Rate Senior Secured Notes, Series AB, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 306,000,000 aggregate principal amount of the Company’s 9¾% Floating Rate Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12June 16, 2004 2006 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional Floating Rate Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2011 or 9¾% Floating Rate Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 16, 2004 2006 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Floating Rate Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Note Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of March 12October 19, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyBlue Acquisition Sub, the Subsidiary Guarantors Inc. and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are secured senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 9⅞% Senior Secured Notes, Series A, due 2010 2018 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 800,000,000 principal amount of the CompanyIssuer’s 9¾% 9⅞% Senior Secured Notes, Series A, due 2010 2018 issued under the Indenture on March 12October 19, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9⅞% Senior Secured Notes, Series A, due 2010 2018 or 9¾% 9⅞% Senior Secured Notes, Series B, due 2010 2018 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12October 19, 2004 2010 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 9⅞% Senior Secured Notes, Series B, due 2010 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralSecurity Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 16, 2004 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general senior secured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Floating Rate Senior Secured Notes, Series A, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 306,000,000 aggregate principal amount of the Company’s 9¾% Floating Rate Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12June 16, 2004 2006 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional Floating Rate Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2011 or 9¾% Floating Rate Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 16, 2004 2006 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Floating Rate Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Note Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12July 20, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Trust Indenture Act”"; provided, however, that in the event the Trust Indenture Act is amended after such date, "Trust Indenture Act" shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7 3/4 % Senior Secured Notes, Series A, Notes due 2010 2013 referred to in the Indenture. The Securities include (i) $162,000,000 150,000,000 aggregate principal amount of the Company’s 9¾% 's 7 3/4 % Senior Secured Notes, Series A, Notes due 2010 2013 issued under the Indenture on March 12October 3, 2004 2005 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 7 3/4 % Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 12October 3, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 7 3/4 % Senior Secured Notes, Series B, Notes due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesIndenture. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the 2028 Notes as a series of Securities under an the Indenture dated as of March 12May 31, 2004 2023 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of May 31, 2023 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the 2028 Notes, herein called the “Indenture”), ) among the Company, Ovintiv Canada ULC, a British Columbia corporation (the “Subsidiary Guarantors Guarantor”), and the Trustee. The terms of the Securities 2028 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 2028 Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this 2028 Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities 2028 Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security 2028 Note is one of the 9¾% 5.650% Senior Secured Notes, Series A, Notes due 2010 2028 referred to in the Indenture. The Securities 2028 Notes include (i) $162,000,000 700,000,000 aggregate principal amount of the Company’s 9¾% 5.650% Senior Secured Notes, Series A, Notes due 2010 2028 issued under the Indenture on March 12May 31, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2023 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial 2028 Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 5.650% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2028 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12May 31, 2004 2023 (togetherthe “Additional 2028 Notes” and, together with the 2007 Notes and 2008 Initial 2028 Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured 2028 Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, 2028 Notes and the Additional Securities and Exchange Securities are treated 2028 Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 13, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8¼% Senior Secured Notes, Series AB, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 150,000,000 aggregate principal amount of the Company’s 9¾% 8¼% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12December 13, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8¼% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2011 or 8¼% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 13, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8¼% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary GuarantorsGuarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12October 23, 2004 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities that which may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8% Senior Secured Notes, Series AB, due 2010 2009 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the Company’s 9¾% 's 8% Senior Secured Notes, Series A, due 2010 2009 issued under the Indenture on March 12October 23, 2004 2001 (herein called “"Initial Securities”Notes"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 8% Senior Secured Notes, Series A, due 2010 2009 or 9¾% 8% Senior Secured Notes, Series B, due 2010 2009 of the Company that may be issued from time to time under the Indenture subsequent to March 12October 23, 2004 2001 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”Notes") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 8% Senior Secured Notes, Series B, due 2010 2009 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Services (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the IndentureSubsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12November 2, 2004 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10% Senior Secured Notes, Series A, due 2010 2008 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 10% Senior Secured Notes, Series A, due 2010 2008 issued under the Indenture on March 12November 2, 2004 2001 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10% Senior Secured Notes, Series A, due 2010 2008 or 9¾% 10% Senior Secured Notes, Series B, due 2010 2008 of the Company that may be issued from time to time under the Indenture subsequent to March 12November 2, 2004 2001 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10% Senior Secured Notes, Series B, due 2010 2008 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Service (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesSubsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company has issued the Securities under an Indenture dated as of March 12April 16, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as Act. Terms defined in effect on the date of the Indenture (the “Act”). Capitalized terms and used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 5.875% Senior Secured Notes, Series A, due 2010 2022 referred to in the Indenture. The Securities include (i) $162,000,000 1,600,000,000 aggregate principal amount of the Company’s 9¾% 5.875% Senior Secured Notes, Series A, due 2010 2022 issued under the Indenture on March 12April 16, 2004 2014 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 5.875% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2022 or 5.875% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2022 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 16, 2004 2014 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 5.875% Senior Secured Notes, Series B, due 2010 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor applicable Registration Rights Agreement when and as the same shall be due and payable, whether at maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 1220, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10% Senior Secured Notes, Series A, due 2010 2013 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 10% Senior Secured Notes, Series A, due 2010 2013 issued under the Indenture on March 1220, 2004 2003 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10% Senior Secured Notes, Series A, due 2010 2013 or 9¾% 10% Senior Secured Notes, Series BS, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 1220, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10% Senior Secured Notes, Series BS, due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12May 6, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 5.125% Senior Secured Notes, Series AB, due 2010 2022 referred to in the Indenture. The Securities include (i) $162,000,000 600,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 5.125% Senior Secured Notes, Series A, due 2010 2022 issued under the Indenture on March 12May 6, 2004 2014 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 5.125% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2022 or 5.125% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2022 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12May 6, 2004 2014 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 5.125% Senior Secured Notes, Series B, due 2010 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities Notes under an Indenture dated as of March 12November 8, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Parent Guarantor named therein, the Subsidiary Guarantors party thereto (the “Subsidiary Guarantors”), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as collateral agent (in such capacity, the Trustee“Collateral Agent”). 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are senior secured senior obligations of the CompanyIssuers. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 7.125% Senior Secured Notes, Series B, due 2020 referred to in the Indenture. The Notes include (i) $275,000,000 principal amount of the Issuers’ 7.125% Senior Secured Notes, Series A, due 2010 referred to 2020 issued under the Indenture on November 8, 2012 (the “Initial Notes”), (ii) if and when issued in accordance with the terms of the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% , additional 7.125% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2020 or 9¾% 7.125% Senior Secured Notes, Series B, due 2010 2020 of the Company that may be Issuers that, in each case, maybe issued from time to time under the Indenture subsequent to March 12November 8, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issuedissued in accordance with the terms of the Indenture, the Company’s 9¾% Issuers’ 7.125% Senior Secured Notes, Series B, due 2010 2020 that may be maybe issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes that are Restricted Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the IndentureSecurity Documents.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 24, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 136,000,000 aggregate principal amount at maturity of the Company’s 9¾% 12¼% Senior Secured Discount Notes, Series A, due 2010 2012 issued under the Indenture on March 12August 24, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 12¼% Senior Secured Discount Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2012 or 12¼% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Discount Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12August 24, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 12¼% Senior Secured Discount Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in Indenture. This is one of the Collateral[Initial] [Additional] Securities. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Restricted Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liensLiens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the IndentureRestricted Subsidiaries.

Indenture. The Company issued the 2033 Notes as a series of Securities under an the Indenture dated as of March 12May 31, 2004 2023 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of May 31, 2023 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the 2033 Notes, herein called the “Indenture”), ) among the Company, Ovintiv Canada ULC, a British Columbia corporation (the “Subsidiary Guarantors Guarantor”), and the Trustee. The terms of the Securities 2033 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 2033 Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this 2033 Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities 2033 Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security 2033 Note is one of the 9¾% 6.250% Senior Secured Notes, Series A, Notes due 2010 2033 referred to in the Indenture. The Securities 2033 Notes include (i) $162,000,000 600,000,000 aggregate principal amount of the Company’s 9¾% 6.250% Senior Secured Notes, Series A, Notes due 2010 2033 issued under the Indenture on March 12May 31, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2023 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial 2033 Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 6.250% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2033 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12May 31, 2004 2023 (togetherthe “Additional 2033 Notes” and, together with the 2007 Notes and 2008 Initial 2033 Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured 2033 Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, 2033 Notes and the Additional Securities and Exchange Securities are treated 2033 Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company issued the 2051 Notes as a Series of Securities under an the Indenture dated as of December 5, 2019 (the “Base Indenture”) between the Company and Trustee, as supplemented by the Third Supplemental Indenture, dated as of March 1224, 2004 2021 (as it may be amended or supplemented from time to time in accordance the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto, herein called the “Indenture”), ) among the Company, Diamondback O&G LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. The terms of the Securities 2051 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 2051 Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this 2051 Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities 2051 Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security 2051 Note is one of the 9¾% 4.400% Senior Secured Notes, Series A, Notes due 2010 2051 referred to in the Indenture. The Securities 2051 Notes include (i) $162,000,000 650,000,000 aggregate principal amount of the Company’s 9¾% 4.400% Senior Secured Notes, Series A, Notes due 2010 2051 issued under the Indenture on March 1224, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2021 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 4.400% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2051 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 1224, 2004 2021 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured 2051 Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class Series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of March 12November 10, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors Guarantor and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are secured senior obligations of the CompanyIssuers. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8.75% Senior Secured Notes, Series AB, due 2010 2017 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% Issuers’ 8.75% Senior Secured Notes, Series A, due 2010 2017 issued under the Indenture on March 12November 10, 2004 2009 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8.75% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2017 or 8.75% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2017 of the Company Issuers that may be issued from time to time under the Indenture subsequent to March 12November 10, 2004 2009 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a2.1 (a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Issuers’ 8.75% Senior Secured Notes, Series B, due 2010 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuers under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company has issued the Securities under an Indenture dated as of March 12November 13, 2004 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”)Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the Indenture and this Security, the Indenture shall govern. The Securities are secured senior obligations of the CompanyCompany and, following the Separation Date as described in the Indenture, will be secured by a second-priority Lien on the Collateral. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that subject to compliance with the Net Cash Proceeds from any issuance of Additional Securities are invested covenants in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 11.00% Senior Secured Notes, Series A, Second Lien Notes due 2010 2025 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the Company’s 9¾% 11.00% Senior Secured Notes, Series A, Second Lien Notes due 2010 2025 issued under the Indenture on March 12November 13, 2004 2017 (herein called “Initial Securities”), ) and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 11.00% Senior Secured Notes, Series A, Second Lien Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2025 of the Company that may be issued from time to time under the Indenture subsequent to March 12November 13, 2004 2017 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and Exchange Additional Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of March 12December 13, 2004 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of April 18, 2024 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 5.150% Senior Secured Notes, Series A, Notes due 2010 2030 referred to in the Indenture. The Securities Notes include (i) $162,000,000 850,000,000 aggregate principal amount of the Company’s 9¾% 5.150% Senior Secured Notes, Series A, Notes due 2010 2030 issued under the Indenture on March 12April 18, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2024 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 5.150% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2030 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12April 18, 2004 2024 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12May 18, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general senior secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series AB, due 2010 2020 referred to in the Indenture. The Securities include (i) $162,000,000 450,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 2020 issued under the Indenture on March 12May 18, 2004 2012 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2020 or 9¾% Senior Secured Notes, Series B, due 2010 2020 of the Company that may be issued from time to time under the Indenture subsequent to March 12May 18, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 2020 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Note Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities Series A Convertible Debentures under an Indenture dated as of March 12August , 2004 1998 be- tween the Company and the Trustee as supplemented by the first Supplemental Indenture dated as of August , 1998 between the Company and the Trustee (said Indenture, as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the “"Indenture”"), among . This Series A Convertible Debenture is one of an issue of Securities of the Company, Company issued under the Subsidiary Guarantors and the TrusteeIndenture. The terms of the Securities Series A Convertible Debentures 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. §§ U.S. Code xx.xx. 77aaa-77bbbb) as in effect on the date of amended from time to time. The Series A Convertible Debentures are subject to all such terms, and Series A Convertible Debentureholders are referred to the Indenture (the “Act”)and such Act for a statement of them. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto set forth in the Indenture. The Securities Series A Convertible Debentures are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company subordinated in right of payment to all [Senior Indebtedness] of the Company. The , limited in aggregate principal amount to [$200,000,000]; provided, however, that in the event the Company sells any Series A Convertible Debentures pursuant to the over-allotment option (the "Over-Allotment Option") granted pursuant to the Underwriting Agreement dated August , 1998 between the Company, Xxxxx Xxxxxx Inc., X.X. Xxxxxx Securities, Inc., Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxx Xxxxxxx & Co. Incorporated, PaineWebber Incorporated and X.X. Xxxxxxxxx, Towbin, then the Trustee shall authenticate and deliver Series A Convertible Debentures for original issue in an aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred $[200,000,000] plus up to in the Indenture. The Securities include (i) $162,000,000 [30,000,000] aggregate principal amount of Series A Convertible Debentures sold pursuant to the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under Over-Allotment Option. The Indenture limits the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 ability of the Company that may be issued from time and its Subsidiaries to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) incur additional tiers of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenturejunior subordinated Debt.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12October 1, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”)Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are senior secured senior obligations of the Company. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under the Indenture (except for replacement Notes and Notes issued upon transfer) is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture$725,000,000. This Security Note is one of the 9¾% 11.75% Senior Secured Notes, Series A, Notes due 2010 2014 referred to in the Indenture. The Securities Notes include (i) $162,000,000 675,000,000 aggregate principal amount of the Company’s 9¾% 11.75% Senior Secured Notes, Series A, Notes due 2010 2014 issued under the Indenture on March 12October 1, 2004 2009 (herein called “Initial SecuritiesNotes”), ) and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 11.75% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2014 of the Company that may be issued from time to time under the Indenture subsequent to March 12October 1, 2004 2009 in a principal amount not to exceed $50,000,000 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial SecuritiesIndenture, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interestsamong other things, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company, the purchase or redemption of Capital Stock of the Company, certain purchases or redemptions of Subordinated Obligations or Guarantor Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liensLiens, sale-leaseback transactionsfuture Subsidiary Guarantors, the sale business activities and investments of the Company and its Restricted Subsidiaries, capital stock expenditures and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations shall be suspended if the Notes receive a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s Rating Services (or its successors) and “Baa3” (or the equivalent) or higher from Xxxxx’x Investors Service, Inc. (or its successors), in each case, with a stable or better outlook. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidationsSubsidiaries. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indentureinformation.

Indenture. The Company issued the Securities Notes under an Indenture dated as of April 1, 1999, between the Company and the Trustee (the “Original Indenture,” as supplemented by that certain First Supplemental Indenture dated as of April 13, 1999, Second Supplemental Indenture dated as of September 5, 2000, Third Supplemental Indenture dated as of December 28, 2001, Fourth Supplemental Indenture dated as of March 4, 2003, Fifth Supplemental Indenture dated as of May 12, 2004 2003, Sixth Supplemental Indenture dated as of September 23, 2003, Seventh Supplemental Indenture, dated as of March 11, 2004, Eighth Supplemental Indenture, dated as of March 11, 2004, Ninth Supplemental Indenture dated as of August 1, 2005, Tenth Supplemental Indenture dated as of August 1, 2005, Eleventh Supplemental Indenture dated as of May 22, 2006, Twelfth Supplemental Indenture dated as of May 5, 2006, Thirteenth Supplemental Indenture dated as of October 8, 2009 and Fourteenth Supplemental Indenture, dated as of May 3, 2010 (the “Fourteenth Supplemental Indenture”), as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the sections of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb“TIA”) as in effect on the date of the Indenture. Terms defined in the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act TIA for a statement of those termsthem. The Securities Notes are secured senior obligations of the Company. The aggregate principal amount of Securities that may Company shall be authenticated entitled to issue Additional Notes pursuant to the Indenture. The Initial Notes issued on the Original Issue Date and delivered any Additional Notes issued thereafter will be treated as a single class for all purposes under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of Note will be guaranteed by the 9¾% Senior Secured Notes, Series A, due 2010 referred to Guarantors as set forth in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if Company will furnish to any Holder upon written request and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as without charge a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms copy of the Indenture. Requests may be made to: Standard Pacific Corp., 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, Attention: Secretary.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of March 12December 13, 2004 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of December 13, 2022 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 6.250% Senior Secured Notes, Series A, Notes due 2010 2053 referred to in the Indenture. The Securities Notes include (i) $162,000,000 650,000,000 aggregate principal amount of the Company’s 9¾% 6.250% Senior Secured Notes, Series A, Notes due 2010 2053 issued under the Indenture on March 12December 13, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2022 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 6.250% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2053 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12December 13, 2004 2022 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company Issuer issued the Securities Notes under an Indenture Indenture, dated as of March 12April 27, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A. (the Subsidiary Guarantors and the “Trustee”). 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are secured senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 6.375% Senior Secured Notes, Series AB, due 2010 2019 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 500,000,000 principal amount of the CompanyIssuer’s 9¾% 6.375% Senior Secured Notes, Series A, due 2010 2019 issued under the Indenture on March 12April 27, 2004 2011 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 6.375% Senior Secured Notes, Series A, due 2010 2019 or 9¾% 6.375% Senior Secured Notes, Series B, due 2010 2019 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12April 27, 2004 2011 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 6.375% Senior Secured Notes, Series B, due 2010 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiariesentering into transactions with affiliates, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee Upon the due and punctual payment occurrence of the principalan Investment Grade Rating Event, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall certain covenants will no longer be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenturein effect.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12July 22, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 6-7/8% Senior Secured Notes, Series A, due 2010 2015 referred to in the Indenture. The Securities Notes include (i) $162,000,000 400,000,000 aggregate principal amount of the Company’s 9¾% 's 6-7/8% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 2015 issued under the Indenture on July 222, 2008 2005 (the “2008 herein called "Initial Notes”"), (ivii) if and when issued, additional 9¾% 6-7/8% Senior Secured Notes, Series A, due 2010 2015 or 9¾% 6-7/8% Senior Secured Notes, Series B, due 2010 2015 of the Company that may be issued from time to time under the Indenture subsequent to March 12July 22, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”Notes") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 6-7/8% Senior Secured Notes, Series B, due 2010 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)a Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the sale of capital stock Capital Stock of restricted subsidiariesRestricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Notes attain an Investment Grade Rating. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12June 13, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Noteholders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 12% Senior Secured Notes, Series AB, due 2010 2013 referred to in the Indenture. The Securities Notes include (i) $162,000,000 258,000,000 aggregate principal amount of the Company’s 9¾% 's 12% Senior Secured Notes, Series A, due 2010 2013 issued under the Indenture on March 12June 13, 2004 2003 (herein called “"Initial Securities”Notes"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 12% Senior Secured Notes, Series A, due 2010 2013 or 9¾% 12% Senior Secured Notes, Series B, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 13, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”Notes") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 12% Senior Secured Notes, Series B, due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)a Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with affiliates, mergers and consolidations, payments for consent, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Company attains Investment Grade Status. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Parent and/or the Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company has issued the Securities under an Indenture dated as of March 12April 16, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 5.875% Senior Secured Notes, Series AB, due 2010 2022 referred to in the Indenture. The Securities include (i) $162,000,000 1,600,000,000 aggregate principal amount of the Company’s 9¾% 5.875% Senior Secured Notes, Series A, due 2010 2022 issued under the Indenture on March 12April 16, 2004 2014 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 5.875% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2022 or 5.875% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2022 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 16, 2004 2014 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 5.875% Senior Secured Notes, Series B, due 2010 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor applicable Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of March 12July 13, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors guarantors party thereto (the “Guarantors”), the Trustee and Wilmington Trust FSB, as collateral agent (the Trustee“Collateral Agent”). 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are senior secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 11 3/4% Senior Secured Notes, Series B, due 2015 referred to in the Indenture. The Notes include (i) $300,000,000 principal amount of the Issuer’s 11 3/4% Senior Secured Notes, Series A, due 2015 issued under the Indenture on July 13, 2010 referred to in (the Indenture. The Securities include “Initial Notes”), (iii) $162,000,000 aggregate principal amount of the Company’s 9¾% if and when issued, additional 11 3/4% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2015 or 9¾% 11 3/4% Senior Secured Notes, Series B, due 2010 2015 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12July 13, 2004 2010 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 11 3/4% Senior Secured Notes, Series B, due 2010 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralSecurity Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12July 15, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Trust Indenture Act”"; provided, however, that in the event the Trust Indenture Act is amended after such date, "Trust Indenture Act" shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10-5/8% Senior Secured Notes, Series A, Notes due 2010 2014 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 10-5/8% Senior Secured Notes, Series A, Notes due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 2014 issued under the Indenture on July 215, 2008 2004 (the “2008 Notes”herein called "Initial Securities"), (ivii) if and when issued, additional 9¾% 10-5/8% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2014 of the Company that may be issued from time to time under the Indenture subsequent to March 12July 15, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10-5/8% Senior Secured Notes, Series B, Notes due 2010 2014 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the IndentureRestricted Subsidiaries.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March April 12, 2004 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture. The Issuer is not be required to offer to exchange the Securities for notes registered under the Securities Act or otherwise register or qualify by prospectus the Securities for resale under the Securities Act. The Indenture and those made part of the Indenture by reference to will not be qualified under the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (as in effect on the date of the Indenture (Indenture, the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of this Security and the Indenture, the terms of the Indenture shall govern and control. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7.125% Senior Secured Notes, Series A, Notes due 2010 2025 referred to in the Indenture. The Securities include (i) $162,000,000 500,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 7.125% Senior Secured Notes, Series A, Notes due 2010 2025 issued under the Indenture on March April 12, 2004 2017 (herein called “Initial Securities”), ) and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 7.125% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2025 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March April 12, 2004 2017 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and Exchange Additional Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from certain restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of March 12December 13, 2004 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of April 18, 2024 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 5.400% Senior Secured Notes, Series A, Notes due 2010 2034 referred to in the Indenture. The Securities Notes include (i) $162,000,000 1,300,000,000 aggregate principal amount of the Company’s 9¾% 5.400% Senior Secured Notes, Series A, Notes due 2010 2034 issued under the Indenture on March 12April 18, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2024 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 5.400% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2034 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12April 18, 2004 2024 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of March 12December 5, 2004 2019 (the “Base Indenture”) between the Company and Xxxxx Fargo Bank, National Association, as it may be amended or predecessor trustee to the Trustee under the Base Indenture, as supplemented from time to time in accordance by the Sixth Supplemental Indenture dated as of October 28, 2022 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 6.250% Senior Secured Notes, Series A, Notes due 2010 2033 referred to in the Indenture. The Securities Notes include (i) $162,000,000 1,100,000,000 aggregate principal amount of the Company’s 9¾% 6.250% Senior Secured Notes, Series A, Notes due 2010 2033 issued under the Indenture on March 12October 28, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2022 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 6.250% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2033 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12October 28, 2004 2022 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12November 5, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 5.375% Senior Secured Notes, Series AB, due 2010 2021 referred to in the Indenture. The Securities include (i) $162,000,000 1,000,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 5.375% Senior Secured Notes, Series A, due 2010 2021 issued under the Indenture on March 12November 5, 2004 2013 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 5.375% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2021 or 5.375% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2021 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12November 5, 2004 2013 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 5.375% Senior Secured Notes, Series B, due 2010 2021 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12May 18, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general senior secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 2020 referred to in the Indenture. The Securities include (i) $162,000,000 450,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 2020 issued under the Indenture on March 12May 18, 2004 2012 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2020 or 9¾% Senior Secured Notes, Series B, due 2010 2020 of the Company that may be issued from time to time under the Indenture subsequent to March 12May 18, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 2020 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Note Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company This Note is one of a duly authorized series of Securities issued the Securities or to be issued in one or more series under an Indenture dated as of November 21, 2001 (the “Original Indenture”), as supplemented and amended by a First Supplemental Indenture dated as of July 30, 2009 (the “First Supplemental Indenture”), a Third Supplemental Indenture dated as of March 1230, 2004 2011 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as it may be amended or supplemented from time to time in accordance of March 30, 2011 (the “Fourth Supplemental Indenture”), and a Ninth Supplemental Indenture dated as of March 23, 2020 (the “Ninth Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), among by and between the Company and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as the “5.150% Senior Notes due 2040” of the Company initially limited in aggregate principal amount to $500,000,000 (the “Notes”). Such series may be reopened, from time to time, for issuances of an unlimited aggregate principal amount of additional Securities of such series (the “Additional Notes”). Any such Additional Notes shall have the same ranking, interest rate, maturity date and other terms as the Notes, except, if applicable, the issue date, the issue price, the initial Interest Payment Date and corresponding initial Regular Record Date and the initial interest accrual date. Any such Additional Notes, together with the Notes, shall constitute a single series of Securities for all purposes under the Indenture, including voting, waivers, amendments and redemptions; provided, however, that in the event any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP number so that they are distinguishable from the Notes. Additional series of Securities may be issued pursuant to the Indenture. The Notes are unsecured senior obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturethose terms, and Securityholders Holders thereof are referred to the Indenture and the Trust Indenture Act for a statement of all those terms. The Securities are secured senior obligations of To the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured extent permitted by first and second priority Liens and security interests, subject to Permitted Liensapplicable law, in the Collateral. The Indenture imposes certain limitations on the incurrence event of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to any inconsistency between the terms of the Securities this Note and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined in this Note have the respective meanings ascribed to them by the Indenture.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of March 12November 5, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Viking Acquisition Inc. and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are secured senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 9¼% Senior Secured Notes, Series AB, due 2010 2018 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 275,000,000 principal amount of the CompanyIssuer’s 9¾% 9¼% Senior Secured Notes, Series A, due 2010 2018 issued under the Indenture on March 12November 5, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9¼% Senior Secured Notes, Series A, due 2010 2018 or 9¾% 9¼% Senior Secured Notes, Series B, due 2010 2018 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12November 5, 2004 2010 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 9¼% Senior Secured Notes, Series B, due 2010 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralSecurity Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company This Note is one of a duly authorized series of Securities issued the Securities or to be issued in one or more series under an Indenture dated as of November 21, 2001 (the “Original Indenture”), as supplemented and amended by a First Supplemental Indenture dated as of July 30, 2009 (the “First Supplemental Indenture”), a Third Supplemental Indenture dated as of March 1230, 2004 2011 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as it may be amended or supplemented from time to time in accordance of March 30, 2011 (the “Fourth Supplemental Indenture”) and a Sixth Supplemental Indenture dated as of February 6, 2015 (the “Sixth Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), among by and between the Company and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as the “3.850% Senior Notes due 2045” of the Company initially limited in aggregate principal amount to $600,000,000 (the “Notes”). Such series may be reopened, from time to time, for issuances of an unlimited aggregate principal amount of additional Securities of such series (the “Additional Notes”). Any such Additional Notes shall have the same ranking, interest rate, maturity date and other terms as the Notes, except, if applicable, the issue date, the issue price, the initial Interest Payment Date and corresponding initial Regular Record Date and the initial interest accrual date. Any such Additional Notes, together with the Notes, shall constitute a single series of Securities for all purposes under the Indenture, including voting, waivers, amendments and redemptions; provided, however, that in the event any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP number so that they are distinguishable from the Notes. Additional series of Securities may be issued pursuant to the Indenture. The Notes are unsecured senior obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturethose terms, and Securityholders Holders thereof are referred to the Indenture and the Trust Indenture Act for a statement of all those terms. The Securities are secured senior obligations of To the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured extent permitted by first and second priority Liens and security interests, subject to Permitted Liensapplicable law, in the Collateral. The Indenture imposes certain limitations on the incurrence event of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to any inconsistency between the terms of the Securities this Note and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture, the terms of the Indenture shall control. Reverse Side of Form of 3.850% Senior Note due 2045 Capitalized terms used but not defined in this Note have the respective meanings ascribed to them by the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of March 12December 13, 2004 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of April 18, 2024 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 5.900% Senior Secured Notes, Series A, Notes due 2010 2064 referred to in the Indenture. The Securities Notes include (i) $162,000,000 1,000,000,000 aggregate principal amount of the Company’s 9¾% 5.900% Senior Secured Notes, Series A, Notes due 2010 2064 issued under the Indenture on March 12April 18, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2024 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 5.900% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2064 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12April 18, 2004 2024 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viv) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Senior Secured Notes under an --------- Indenture dated as of March 12December 17, 2004 1996 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”), ") among the Company, the Subsidiary Guarantors Continental Plastic Containers, Inc. ("CPC"), Continental Caribbean Containers, Inc. ("Caribbean") and the Trustee. This Senior Secured Note is one of an issue of Senior Secured Notes of the Company issued, or to be issued, under the Indenture. The terms of the Securities Senior Secured 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. §§ U.S. Code Sections 77aaa-77bbbb) ), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indentureamended from time to time. The Securities Senior Secured Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the such Act for a statement of those termsthem. The Securities are secured senior obligations of Capitalized and certain other terms used herein and not otherwise defined have the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested meanings set forth in Additional Assets in accordance with the Indenture. This Security Senior Secured Note is one of a duly authorized issue of Initial Notes of the 9¾% Company designated as its 10% Senior Secured NotesNotes due 2006, Series AA (the "Initial Securities"). The Senior Secured Notes are secured obligations of the Company limited in aggregate principal amount to $125,000,000. The Senior Secured Notes include the Initial Securities and the Exchange Securities, due 2010 referred as defined below, issued in exchange for the Initial Securities pursuant to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under and the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtednesslimits, the making of restricted payments, the sale of assets and subsidiary stockamong other things, the incurrence of certain liensIndebtedness by the Company and its Subsidiaries; Sale-Leaseback Transactions by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, sale-leaseback transactionsredemptions, and other acquisitions or retirements of Capital Stock of the sale of capital stock of restricted subsidiaries, Company and its Subsidiaries; transactions by the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries Company and its Subsidiaries with their respective Affiliates; and the consummation ability of mergers and consolidationsthe Company or any of its Subsidiaries to merge with or into another entity. The Indenture also imposes requirements requires each Guarantor to comply with respect each of the covenants that impose restrictions on such Guarantor. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) Trustee quarterly on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together compliance with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of limitations contained in the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture Indenture, dated as of March 12April 17, 2004 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Guarantors, the Trustee and the TrusteeFirst Lien Notes Collateral Agent. 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 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “ActTIA”), although the Indenture is not required to be qualified under the TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities Notes are senior secured senior obligations of the Company. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 9.875% Senior Secured Notes, Series A, Notes due 2010 2025 referred to in the Indenture. The Securities Notes include (i) $162,000,000 400,000,000 aggregate principal amount of the Company’s 9¾% 9.875% Senior Secured Notes, Series A, Notes due 2010 2025 issued under the Indenture on March 12April 17, 2004 2020 (herein called “Initial SecuritiesNotes”), ) and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9.875% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2025 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 17, 2004 2020 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) 2.01 of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Notes and Additional Securities and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first first-priority and second second-priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations restrictions on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities Notes and all other amounts payable by the Company under the Indenture, the Securities, Notes and the Collateral Documents (including expenses and the Intercreditor Agreement indemnification) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have as primary obligors and not merely as sureties, irrevocably and unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, on a senior secured basis, all such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of March 12December 8, 2004 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuers. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7.875% Senior Secured Notes, Series A, Notes due 2010 2024 referred to in the Indenture. The Securities include (i) $162,000,000 500,000,000 aggregate principal amount of the Company’s 9¾% Issuers’ 7.875% Senior Secured Notes, Series A, Notes due 2010 2024 issued under the Indenture on March 12December 8, 2004 2016 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 7.875% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2024 of the Company Issuers that may be issued from time to time under the Indenture subsequent to March 12December 8, 2004 2016 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Issuers’ 7.875% Senior Secured Notes, Series B, Notes due 2010 2024 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuers under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9 1/4% Senior Secured Notes, Series A, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 9 1/4% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12June 23, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9 1/4% Senior Secured Notes, Series A, due 2010 2011 or 9¾% 9 1/4% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 23, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 9 1/4% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 1, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of unrestricted Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007, Series D (the "Unrestricted Securities"). The Securities include the Initial Securities and the Exchange Securities. The Initial Securities and the Exchange 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. §§ Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated Any conflict between this Security and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in will be governed by the Indenture. The Securities include are unsecured senior subordinated obligations of the Company limited to $250,000,000 aggregate principal amount (i) subject to Section 2.7 of the Indenture), provided, however, that no more than $162,000,000 90,000,000 in aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Exchange Securities may be authenticated in exchange for up to $90,000,000 in aggregate principal amount of Initial Securities”), and no more than (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if 160,000,000 in Exchange Securities shall be reserved and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture authenticated in exchange for Initial Securities or Additional Securities in an offer registered under up to $160,000,000 of the Securities Act as provided in any registration rights agreements (herein called “Exchange Series A/B Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and subsidiary Subsidiary stock, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale investments of capital stock the Company and its Restricted Subsidiaries, consolidations, mergers and transfers of restricted subsidiariesall or substantially all the assets of the Company, and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by Company and certain subsidiariesof its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumpremium and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 1220, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10% Senior Secured Notes, Series A, Notes due 2010 2013 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 10% Senior Secured Notes, Series A, Notes due 2010 2013 issued under the Indenture on March 1220, 2004 2003 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 1220, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10% Senior Secured Notes, Series B, Notes due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12October 6, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, unlimited provided that at least 80% of the Net Cash Proceeds net cash proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10 3/8% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 210,000,000 aggregate principal amount of the Company’s 9¾% 's 10 3/8% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12October 6, 2004 2003 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10 3/8% Senior Secured Notes, Series A, due 2010 or 9¾% 10 3/8% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12October 6, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10 3/8% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second first-priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March April 12, 2004 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture. The Issuer is not be required to offer to exchange the Securities for notes registered under the Securities Act or otherwise register or qualify by prospectus the Securities for resale under the Securities Act. The Indenture and those made part of the Indenture by reference to will not be qualified under the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (as in effect on the date of the Indenture (Indenture, the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of this Security and the Indenture, the terms of the Indenture shall govern and control. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 6.875% Senior Secured Notes, Series A, Notes due 2010 2022 referred to in the Indenture. The Securities include (i) $162,000,000 700,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 6.875% Senior Secured Notes, Series A, Notes due 2010 2022 issued under the Indenture on March April 12, 2004 2017 (herein called “Initial Securities”), ) and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 6.875% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2022 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March April 12, 2004 2017 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and Exchange Additional Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from certain restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company has issued the Securities under an Indenture dated as of March 1230, 2004 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as Act. Terms defined in effect on the date of the Indenture (the “Act”). Capitalized terms and used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8.000% Senior Secured Notes, Series A, due 2010 2023 referred to in the Indenture. The Securities include (i) $162,000,000 500,000,000 aggregate principal amount of the Company’s 9¾% 8.000% Senior Secured Notes, Series A, due 2010 2023 issued under the Indenture on March 1230, 2004 2015 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2023 or 8.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2023 of the Company that may be issued from time to time under the Indenture subsequent to March 1230, 2004 2015 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8.000% Senior Secured Notes, Series B, due 2010 2023 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor applicable Registration Rights Agreement when and as the same shall be due and payable, whether at maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12November 17, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9.375% Senior Secured Notes, Series A, due 2010 2017 referred to in the Indenture. The Securities include (i) $162,000,000 375,000,000 aggregate principal amount of the Company’s 9¾% Issuer's 9.375% Senior Secured Notes, Series A, due 2010 2017 issued under the Indenture on March 12November 17, 2004 2009 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9.375% Senior Secured Notes, Series A, due 2010 2017 or 9¾% 9.375% Senior Secured Notes, Series B, due 2010 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12November 17, 2004 2009 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Issuer's 9.375% Senior Secured Notes, Series B, due 2010 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Debt Securities under an Indenture dated as of March 12April 5, 2004 2012 (the “Base Indenture”) between the Company and Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of April 5, 2012 (the “Supplemental Indenture” and together with the terms thereofBase Indenture, the “Indenture”), ) by and among the Company, the Subsidiary Guarantors and the Trustee. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”)TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 5.875% Senior Secured Notes, Series A, Notes due 2010 2022 referred to in the Indenture. The Securities Notes include (i) $162,000,000 750,000,000 aggregate principal amount of the Company’s 9¾% 5.875% Senior Secured Notes, Series A, Notes due 2010 2022 issued under the Indenture on March 12April 5, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2012 and registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 5.875% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2022 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12April 5, 2004 2012 in a registered offering of the Company (together, the “Additional Notes” and together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company Issuer issued the Securities Notes under an Indenture Indenture, dated as of March 12December 10, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Citadel Broadcasting Corporation, Wilmington Trust Company (the Company, the Subsidiary Guarantors “Trustee”) and the TrusteeAgent. 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are secured senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 7.75% Senior Secured Notes, Series A, due 2010 2018 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 400,000,000 principal amount of the CompanyIssuer’s 9¾% 7.75% Senior Secured Notes, Series A, due 2010 2018 issued under the Indenture on March 12December 10, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 7.75% Senior Secured Notes, Series A, due 2010 2018 or 9¾% 7.75% Senior Secured Notes, Series B, due 2010 2018 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12December 10, 2004 2010 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 7.75% Senior Secured Notes, Series B, due 2010 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralSecurity Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.