Common use of Indenture Clause in Contracts

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior basis subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 4, 2003 2006 (the "“Indenture"”), between among the Company Company, the 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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Euro Notes under an Indenture dated as of February 18May 13, 2003 2004 (the "“Indenture"”), between among PP Acquisition Corporation, the Company predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Securities Euro 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Euro Notes are senior subordinated unsecured obligations of the Company. This Security Euro Note is one of the Initial Securities Exchange Euro Notes referred to in the Indenture. The Securities Euro Notes include the Initial Securities Euro Notes and any Exchange Securities Euro Notes issued in exchange for Initial Securities Euro Notes pursuant to the Indenture. The Initial Securities Euro Notes and any Exchange Securities Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment sell or otherwise dispose of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of assets including capital stock of the Company and such Restricted Subsidiariesstock, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesengage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principalprincipal of, interest and additional interestpremium, if any, or interest on in respect of the Securities Euro Notes and all other amounts payable by the Company under the Indenture and the Securities Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Euro Notes and the Indenture, each of the Guarantors will have, jointly and severally severally, unconditionally guarantee and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18[ ], 2003 2014 (the "“Indenture"”), between among the Company Issuers, the 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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior subordinated unsecured secured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a first priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Euro Notes under an Indenture dated as of February 18May 13, 2003 2004 (the "“Indenture"”), between among PP Acquisition Corporation, the Company predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Securities Euro 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Euro Notes are senior subordinated unsecured obligations of the Company. This Security Euro Note is one of the Initial Securities Euro Notes referred to in the Indenture. The Securities Euro Notes include the Initial Securities Euro Notes and any Exchange Securities Euro Notes issued in exchange for Initial Securities Euro Notes pursuant to the Indenture. The Initial Securities Euro Notes and any Exchange Securities Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment sell or otherwise dispose of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of assets including capital stock of the Company and such Restricted Subsidiariesstock, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesengage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principalprincipal of, interest and additional interestpremium, if any, or interest on in respect of the Securities Euro Notes and all other amounts payable by the Company under the Indenture and the Securities Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Euro Notes and the Indenture, each of the Guarantors will have, jointly and severally severally, unconditionally guarantee and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 4, 2003 2006 (the "“Indenture"”), between among the Company Company, the 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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18, 2003 2016 (“Indenture”) among the "Indenture")Company, between the Company Subsidiary Guarantors and the Trustee. The Notes are subject to the terms of the Securities Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the terms of the Indenture shall control. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenturethose terms. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated joint and several basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18August 20, 2003 2020 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto 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 "TIA")Indenture. 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyassets. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the 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. xx.xx. (ss.) (ss.) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 29, 2003 2009 (the "“Indenture"”), between among the Company Company, the 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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 1812, 2003 2015 (the "“Indenture"”), between among the Company Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the TrusteeLuxembourg Transfer Agent. 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 "TIA")Indenture. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured and unsubordinated obligations of the CompanyCompany unlimited in principal amount. [This Security is one of the Initial Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include the Initial such Additional Securities and any Exchange the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. .] The Indenture imposes certain limitations on the ability of the Company and its Restricted the Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesenter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and each the Guarantor to consolidate or merge with or into any other Person or convey, convey or transfer or lease all or its assets substantially all its propertyas an entity. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Guarantor has irrevocably and the Indenture, the Guarantors will jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant unsecured basis. Neither the Company nor the Guarantor shall be required to the terms of the Indenturemake any notation on this Security to reflect any guarantee or any release, termination or discharge thereof.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18September 6, 2003 2016 (“Indenture”) among the "Indenture")Company, between the Company Subsidiary Guarantors and the Trustee. The Notes are subject to the terms of the Securities Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the terms of the Indenture shall control. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenturethose terms. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated joint and several basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18June 21, 2003 2001 (the "Indenture"), between among the Company Company, the Note 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 "TIAAct"). The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred same may be amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $250,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Private Exchange Securities or Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Private Exchange Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company, the payment of dividends on Capital Stock of Restricted Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries to, among other things, make certain Investments Subsidiaries; Investments; sales of assets and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company Company; the sale or issuance of Preferred Stock of the Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all its propertyof the Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, interest and additional interest, premium (if any) and interest on, on the Securities and all other amounts payable by the Company under the Indenture and 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 Note Guarantors will jointly and severally unconditionally guarantee have guaranteed the Guaranteed Obligations Company's obligations under the Indenture on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18September 30, 2003 2019 (the "Indenture"as amended, restated, modified or supplemented from time to time), between among the Company 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture amended (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Notes are senior subordinated unsubordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Investments, make Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesAsset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, if any, and interest on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated unsubordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18January 21, 2003 2004 (the "Indenture"), between among the Company Issuers 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. (Sections) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated general unsecured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Nalco Finance LLC and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Nalco Finance LLC and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Nalco Finance LLC to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18July 30, 2003 2020 (the "Indenture"), between among the Company Issuers, the guarantors from time to time party thereto, the Trustee and the Collateral 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 "TIA"). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the IndentureIssuer. The Securities include the Initial any PIK Securities. Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange PIK Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and 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 Guarantors will party to the Indenture from time to time will, jointly and severally severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18August 31, 2003 2020 (the "“Indenture"”), between among the Company Issuers, the 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 "TIA"). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include On and after the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to Issue Date, the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 14, 2003 2000 (the "Indenture"), between among the Company Company, the Subsidiary 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. xx.xx. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the ------ "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $450,000,000 principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18June 26, 2003 1998 (as such may be amended from time to time, the "Indenture"), between among the Company Company, the corporations acting as guarantors and named therein (the "Guarantors") and the U.S. Trust Company of Texas, N.A., as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured obligations limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.08 of the CompanyIndenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability incurrence of additional Indebtedness by the Company and its Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Subordinated Indebtedness of the Company and such Restricted its Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens ; Investments; sales of assets and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.Subsidiary Capital Stock; certain

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $[_____], which may be issued the Securities under an Indenture dated as of February 18, 2003 indenture (herein called the "Indenture") dated as of [_____________], by and among the Company, each of the Security Guarantors named in the Indenture (the "Security Guarantors") and [___________], as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), between to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Company respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Security Guarantors and the TrusteeHolders 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 Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxss.sx. 77aaa-77bbbb00aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Securities are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Securities are senior subordinated unsecured obligations no provisions of this Security or of the Company. This Security is one of Indenture shall alter or impair the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability obligation of the Company or any Security Guarantor, which is absolute and its Restricted Subsidiaries tounconditional, among other thingsto pay the principal of, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, if any, and interest on this Security at the Securities times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Securities when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of February 18June 21, 2003 2001 (the "Indenture"), between among the Company Company, the Note 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 "TIAAct"). The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred same may be amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $250,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Private Exchange Securities or Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Private Exchange Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company, the payment of dividends on the Capital Stock of Restricted Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries to, among other things, make certain Investments Subsidiaries; Investments; sales of assets and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company Company; the sale or issuance of Preferred Stock of the Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all its propertyof the Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, interest and additional interest, premium (if any, ) and interest on the Securities and all other amounts payable by the Company under the Indenture and 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 Note Guarantors will jointly and severally unconditionally guarantee have guaranteed the Guaranteed Obligations Company's obligations under the Indenture on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities under in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an Indenture dated as of February 18authorized denomination equal to the difference, 2003 (the "Indenture")if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. The terms of the Securities include those stated Except as provided 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 "TIA"). 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 Indentureimmediately preceding subparagraph, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the IndentureDepositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its Restricted Subsidiaries tonominee, among other thingsshall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, make certain Investments the Trustee, the Paying Agent and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, if any, on the Securities and all other amounts payable by the Company under the Indenture interest and any Additional Amounts with respect to such Global Security and the Securities when and giving of instructions or directions by or to the beneficial owners of such Global Security as the same sole Holder of such Global Security and shall be due and payable, whether at maturity, by acceleration or otherwise, according have no obligations to the terms beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Securities and the IndentureCompany, the Guarantors will jointly and severally unconditionally guarantee Trustee, any Paying Agent or the Guaranteed Obligations Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a senior subordinated basis Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the terms of the IndentureDepositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Indenture. The This Security is one of a duly authorized issue of debentures, notes or other evidence of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to [$] , all of such Securities issued the Securities and to be issued under an Indenture dated as of February 18, 2003 2006 (the "“Indenture"”) among the Company, the guarantors party thereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”), between . Capitalized terms herein are used as defined in the Company and the TrusteeIndenture unless otherwise indicated. 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 "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the IndentureAct. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of a series of Securities designated pursuant thereto as . The Securities are senior subordinated general unsecured obligations of the Company. This Security is one The Company may, subject to Article Four of the Initial Indenture and applicable law, issue additional Securities referred to in the Indenture. The Securities include the Initial Securities and of any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities series under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18August 21, 2003 2019 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto 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 "TIA")Indenture. 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyassets. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18October 24, 2003 2014 (the "“Indenture"”), between among the Company Company, the Note Guarantors named therein 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Notes are senior subordinated unsecured secured obligations of the Company. This Security Note is one of the Initial Securities Original Notes referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 Note Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. This Security is a duly authorized issue of Securities of the Issuer designated as the [_____%] Senior Securities due ___, Series __ (herein called the "Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to [$_______], which may be issued the Securities under an Indenture dated as of February 18, 2003 indenture (herein called the "Indenture") dated as of ___ , by and among the Issuer and Chase Manhattan Trust Company, National Association, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), between to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Company respective rights, limitations of rights, duties, obligations and immunities thereunder of the Issuer, the Trustee and the TrusteeHolders 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 Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbbSections 77aaa-77bbb) (the "TIA"), as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Securities are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Securities are senior subordinated unsecured obligations no provisions of this Security or of the Company. This Security is one Indenture shall alter or impair the obligation of the Initial Securities referred Issuer, which is absolute and unconditional, to in pay the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toprincipal of, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, if any, and interest on this Security at the Securities times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Securities when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18October 29, 2003 2004 (the "Indenture")) among the Company, between the Company 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms 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 provisionsbe controlling. The Securities Notes are unsecured senior subordinated unsecured obligations of the Company. This Security Note is one of the Initial Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities Notes, any Additional Notes and any Exchange Securities Notes issued in exchange for Initial Securities Notes or Additional Notes pursuant to the Indenture. The Initial Securities Notes, any Additional Notes and any Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 18November 9, 2003 2017 (the "“Indenture"”), between among the Company Issuer, the Guarantors party thereto (the “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 "TIA")Indenture. 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyIssuer. This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureAdd-On Securities. The Initial Original Securities and any Exchange Add-On Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 1997 (the "Indenture"), between among the 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. xx.xxss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this Note and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in Indenture will be governed by the Indenture. The Securities include are general unsecured obligations of the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant Company limited to $125,000,000 aggregate principal amount (subject to Section 2.7 of the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the 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 stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, sale and leaseback transactions, the investments of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue consolidations, mergers and transfers of all or sell shares of capital stock substantially all the assets of the Company Company, and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates. In addition, create or incur Liens and make asset sales. The the Indenture also imposes limitations on limits the ability of the Company and each Guarantor certain of its Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due restrict distributions and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $[_____], which may be issued the Securities under an Indenture dated as of February 18, 2003 indenture (herein called the "Indenture") dated as of [_____________], by and among the Company, each of the Security Guarantors named in the Indenture (the "Security Guarantors") and [___________], as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), between to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Company respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Security Guarantors and the TrusteeHolders 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 Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Securities are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Securities are senior subordinated unsecured obligations no provisions of this Security or of the Company. This Security is one of Indenture shall alter or impair the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability obligation of the Company or any Security Guarantor, which is absolute and its Restricted Subsidiaries tounconditional, among other thingsto pay the principal of, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, if any, and interest on this Security at the Securities times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Securities when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of February 18September 29, 2003 1999 (the "Indenture"), between the 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). 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 Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.04 of the Initial Securities referred Indenture, to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and any all Exchange Securities are or Private Exchange Securities issued in exchange therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes limits, among other things (i) the incurrence of additional debt by the Company and its subsidiaries, (ii) the payment of dividends on capital stock of the Company and the purchase, redemption or retirement of capital stock or subordinated indebtedness, (iii) making of certain investments, (iv) certain transactions with affiliates, (v) sales of assets, including capital stock of subsidiaries, and (vi) certain consolidations, mergers and transfers of assets. The Indenture also prohibits certain restrictions on distributions from subsidiaries. All of these limitations on and prohibitions, however, are subject to a number of important qualifications contained in the ability Indenture. In addition, following the first day that (1) the Company has achieved Investment Grade Status and (2) no Default has occurred and is continuing under the Indenture (and notwithstanding that the Company may later cease to have an Investment Grade Rating from either or both of the Rating Agencies or default under the Indenture), the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall will not be due and payable, whether at maturity, by acceleration or otherwise, according subject to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturecovenants described above.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 12, 2003 2010 (the "“Indenture"”), between among the Company Company, the 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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured second lien obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 185, 2003 2020 (the "“Indenture"”), between among the Company Issuers, the 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 "TIA"). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include On and after the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to Issue Date, the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 12, 2003 2010 (the "“Indenture"”), between among the Company Company, the 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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured secured second lien obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18October 29, 2003 1997 (the "Indenture"), between among the Company Company, the Subsidiary Guarantors named therein 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. Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this Security and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in Indenture will be governed by the Indenture. The Securities include are general unsecured senior obligations of the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant Company limited to $110,000,000 aggregate principal amount (subject to Section 2.7 of the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the 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 stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, sale and leaseback transactions, the investments of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue consolidations, mergers and transfers of all or sell shares of capital stock substantially all the assets of the Company Company, and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates. In addition, create or incur Liens and make asset sales. The the Indenture also imposes limitations on limits the ability of the Company and each Guarantor certain of its Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due restrict distributions and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company Issuer issued the Securities under an Indenture Indenture, dated as of February 18September 27, 2003 2023 (as amended, restated, or otherwise modified from time to time, the “Indenture”), among the Issuer, the Trustee and Citibank, N.A., a national banking association, as collateral agent (the "Indenture"“Notes Collateral Agent”), between the 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured secured obligations of the CompanyIssuer. This Security is one The Issuer shall be entitled, subject to its compliance with Sections 4.03 and 4.13 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, transfer certain intellectual property, create or incur Liens Xxxxx and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyassets. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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, from and after the Assumption Date, the Subsidiary Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 23, 2003 2004 (the "“Indenture"”), between among the Company Company, the 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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company originally issued the Securities under an the Indenture dated as of February 18[●], 2003 2019 (the "“Indenture"”), between among the Company Company, the Subsidiary Guarantors named therein and the TrusteeTrustee and Collateral Agent. 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 "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. To the extent any provision of any Security conflicts with the express provisions of the Indenture, the provisions of this Indenture shall govern and be controlling. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include are entitled to the Initial Securities and any Exchange benefits of the Security Documents, subject to the terms of the Note Documents, including the Intercreditor Agreement. The Securities issued on the Issue Date, any increase in exchange for Initial the aggregate principal amount of the Securities pursuant to the Indenture. The Initial Securities in connection with PIK Payments and any Exchange Securities are PIK Notes will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, subsidiaries to Incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, or redeem or repurchase capital stock; make investments; issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain subsidiaries; engage in transactions with Affiliates, affiliates; create or incur Liens and make asset sales. The Indenture also imposes limitations liens on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture assets and the Securities when assets of its subsidiaries; and as the same shall be due engage in sale/leaseback transactions. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 1997 (the "Indenture"), between among the Company Company; Funtime Parks, Inc., Funtime, Inc., Wyandot Lake, Inc., Darien Lake Theme Park and Camping Resort, Inc., D.L. Holdings, Inc., Tierco Maryland, Inc., Tierco Water Park, Inc., Frontier City Properties, Inc., Frontier City Partners, Limited Partnership, [Elitch Gardens subsidiary], [The Great Escape subsidiary] and [Waterworld subsidiary] (collectively, the "Note 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. Sections 77aaa-77bbbb) as in effect on amended by the date Trust Indenture Reform Act of the Indenture 1990, as it may be amended from time to time (the "TIAAct"). Terms defined in the 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 Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the Company. This Security is one Company limited to $ aggregate principal amount (subject to Section 2.07 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and certain of its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue the purchase or sell shares redemption of capital stock Capital Stock of the Company and of certain Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Subsidiary stock, the creation of liens, the issuance or sale of Capital Stock of Restricted Subsidiaries, enter into or permit the business activities and investments of the Company and certain of its Subsidiaries and transactions with Affiliates. In addition, create or incur Liens and make asset sales. The the Indenture also imposes limitations on limits the ability of the Company and each Guarantor certain of its Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyrestrict distributions and dividends from Subsidiaries. To guarantee secure the due and punctual payment of the principal, interest principal and additional liquidated damages and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Note Guarantors will jointly and severally have unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18_________, 2003 2004 (the "Indenture"), between among the Company Company, Leap Wireless International, Inc., a Delaware corporation, as guarantor (the "Parent"), [List Subsidiaries], as guarantors (collectively with the Parent, the "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. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Notes are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities Notes include the Initial Securities Original Notes and any Exchange Securities PIK Notes issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities Original Notes and any Exchange Securities the PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue suffer or sell shares of capital stock of the Company and such Restricted Subsidiariesgrant Liens, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesdispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, interest premium and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture. The Notes, the Guarantees and all other Obligations of the Company and the Guarantors are secured on a first-priority basis (subject to Permitted Liens) by the Liens created by the Security Documents pursuant to, and subject to the terms of, the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 22, 2003 2013 (the "“Indenture"”), between among the Company 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 "“TIA"”). 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business and create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, principal of and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18July 16, 2003 2018 (the "Indenture"as amended, restated, modified or supplemented from time to time), between among the Company 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture amended (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Notes are senior subordinated unsubordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Investments, make Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesAsset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, if any, and interest on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated unsubordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 18October 12, 2003 2023 (the "“Indenture"”), between among the Company Issuer, the guarantors from time to time party thereto, the Trustee and the Collateral 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 "TIA"). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the IndentureIssuer. The Securities include the Initial any PIK Securities. Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange PIK Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture and 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 Guarantors will party to the Indenture from time to time will, jointly and severally severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 21, 2003 2008, (the "“Indenture"”), between among the 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Note Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18September 17, 2003 2012 (the "“Indenture"”), between among the Company 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 "“TIA"”). 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, principal of and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 23, 2003 2004 (the "“Indenture"”), between among the Company Company, the 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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an the Indenture dated as of February 18September 7, 2003 2018 (the "“Indenture"”) among the Issuer, Sorrento Therapeutics, Inc., a Delaware corporation (the “Parent Guarantor”), between the Company Trustee and the TrusteeCollateral Agent. 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 "TIA")Indenture. 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Securities are senior subordinated unsecured secured obligations of the CompanyIssuer. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries Issuer to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens on the Collateral and make asset salesDispose of the Collateral. The Indenture also imposes limitations on the ability of the Company Issuer and each the Parent Guarantor to merge, amalgamate or consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its of their property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on principal of the Securities and all other amounts payable by the Company Issuer under the Indenture and 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 Guarantors will jointly Parent Guarantor has irrevocably and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18October 23, 2003 2014 (the "“Indenture"”), between among the Company Issuers, the Guarantors, the Trustee 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 "TIA")Notes Collateral Agent. 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured secured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include On and after the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to Escrow Release Date, the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 1812, 2003 1998 (the "Indenture"), between the 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. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $625,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms property of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureCompany.

Indenture. The Company issued the Securities under an Indenture dated as of February 18October 1, 2003 1999 (the "Indenture"), between among the Company Company, the Note 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. U.S.C." 77aaa-77bbbb) as in effect on the date of the Indenture (the ------ "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $150,000,000 aggregate principal amount at any one time outstanding, of which $150,000,000 in aggregate principal amount will be initially issued on the Closing Date. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Note Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior basis subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Dollar Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the Dollar 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(sections)77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Dollar Securities are senior subordinated unsecured obligations of the Company. This Dollar Security is one of the Initial Dollar Securities referred to in the Indenture. The Dollar Securities include the Initial Dollar Securities and any Exchange Dollar Securities issued in exchange for Initial Dollar Securities pursuant to the Indenture. The Initial Dollar Securities and any Exchange Dollar Securities together with the Initial Euro Securities and any Exchange Euro Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Dollar Securities and all other amounts payable by the Company under the Indenture and the Dollar Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18April 6, 2003 2021 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto 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 "TIA")Indenture. 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyassets. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 6, 2003 2001, (the "Indenture"), between the 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany in the aggregate principal amount at maturity at any one time outstanding of up to $750,000,000 (subject to Sections 2.01, 2.02 and 2.09 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureSecurities. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Dispositions. The Indenture also imposes limitations (with certain exceptions) on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will (if any) jointly and severally severally, unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an the Indenture dated as of February 18April 27, 2003 2006 (the "“Indenture")”) among the Company, between the Company 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms 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 provisionsbe controlling. The Securities Notes are unsecured senior subordinated unsecured obligations of the Company. This Security Note is one of the Initial Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities Notes, any Additional Notes and any Exchange Securities Notes issued in exchange for Initial Securities Notes or Additional Notes pursuant to the Indenture. The Initial Securities Notes, any Additional Notes and any Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Escrow Issuer issued the Securities under an Indenture dated as of February 18June 5, 2003 2019 (the "“Indenture"”), between among the Company Escrow Issuer, the Trustee and U.S. Bank National Association, as collateral agent (in such capacity, 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 "TIA"“Collateral Agent”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Escrow Issuer and from and of the Escrow Release Date will be second-priority senior secured obligations of the Company. This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities issued in exchange for Initial Additional Securities pursuant to the Indenture. The Initial Original Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 and the Parent Guarantor will jointly and severally severally, unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18August 23, 2003 2001 (the "Indenture"), between among the Company Company, Holdings 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. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. 109 The Securities Notes are senior subordinated unsecured obligations of the Company. This Security Note is one of the Initial Securities Notes referred to in the IndentureIndenture issued in an aggregate principal amount of $100 million. The Securities Notes include the Initial Securities Original Notes, the Additional Notes and any Exchange Securities Notes and Private Exchange Notes issued in exchange for the Initial Securities Notes pursuant to the Indenture. The Initial Securities Original Notes, the Additional Notes, the Exchange Notes and any the Private Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 Guarantors will jointly and severally Holdings has unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 15, 2003 1999 (the "Indenture"), between the Company 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 1939, as amended (15 U.S.C. xx.xx. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). 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 Holders (as defined in the Indenture) Security holders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one Company limited to $135,000,000 aggregate stated principal amount (subject to Section 2.08 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and certain of its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue the purchase or sell shares redemption of capital stock Capital Stock of the Company and of certain Capital Stock of such Restricted Subsidiaries, enter the sale or transfer of assets and Subsidiary stock, the creation of Liens, the entering into or permit certain of Sale/Leaseback Transactions and transactions with Affiliates. In addition, create or incur Liens and make asset sales. The the Indenture also imposes limitations on limits the ability of the Company and each certain of its Subsidiaries to restrict distributions and dividends from Subsidiaries. The Indenture also restricts the ability of the Company and any Subsidiary Guarantor to consolidate or merge with or into any other Person into, or convey, to transfer or lease all or substantially all its propertytheir assets to, another person. To guarantee The Indenture also provides that the Company shall cause each Restricted Subsidiary of the Company (other than the Programs) to Guarantee the Securities pursuant to a Subsidiary Guarantee. Any such Subsidiary Guarantee will secure the due and punctual payment of the principal, interest principal of and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.whether

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 21, 2003 2006 (the "“Indenture"”), between among the 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities Notes under an Indenture Indenture, dated as of February 1812, 2003 2024 (the "“Indenture"”), between among the Issuer, the Guarantors party thereto from time to time, Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and collateral agent, the Paying Agent, the Transfer Agent 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 "TIA")Registrar. Terms defined in the Indenture 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 the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Security Note is one of the Initial Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities Original Notes and any Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureAdditional Notes. The Initial Securities Original Notes and any Exchange Securities Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. ​ To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company Issuer under the Indenture and the Securities Notes 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 Guarantors will party to the Indenture from time to time will, jointly and severally severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 18August 19, 2003 2014 (the "“Indenture")”) among the Issuer, between the Company Guarantors, the Trustee and the TrusteeCollateral Agent. 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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured obligations of the CompanyIssuer. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries the Guarantors to, among other things, make certain Investments and other Investments, make Restricted Payments, pay dividends and other distributionsDistributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted SubsidiariesDistributions, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make asset salesAsset Dispositions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or conveysell, transfer or lease all or substantially all its their property. To guarantee the due and punctual payment of the principal, principal of and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis Securities pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 1828, 2003 2007 (the "“Indenture"”), between among the 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will Guarantors, if any, have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Dollar Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the Dollar 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 "TIA"). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Dollar Securities referred to in the Indenture. The Dollar Securities include the Initial Dollar Securities, the Additional Dollar Securities and any Exchange Dollar Securities issued in exchange for the Initial Dollar Securities pursuant to the Indenture. The Initial Dollar Securities and Exchange Dollar Securities together with the Initial Euro Securities, and any Exchange Euro Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Dollar Securities and all other amounts payable by the Company under the Indenture and the Dollar Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 11, 2003 1998 (as such may be amended from time to time, the "Indenture"), between among the Company Company, any Subsidiary Guarantors that may become parties thereto after the date thereof 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.xxss.sx. 77aaa-77bbbb00aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are unsecured senior subordinated unsecured obligations of the Company. This Security is Company limited to $85,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends Pari Passu Indebtedness and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Subordinated Indebtedness of the Company and such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all its propertyof the Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, interest premium and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will jointly and severally have unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18[ ] [ ], 2003 (the "Indenture"), between among the Company 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(Sections) 77aaa- 77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured obligations of the Company. This Security is one Company limited to $[ ] million aggregate principal amount (subject to Section 2.07 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Subsidiary Guarantors to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all its propertyof the Property of the Company or any such Subsidiary Guarantor. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have, jointly and severally, guaranteed the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior . The Subsidiary Guaranties are subordinated basis pursuant in right of payment to the terms of the Indentureeach Subsidiary Guarantor's obligations with respect to Designated Senior Debt.

Indenture. The Company Issuer issued the Securities under an the Indenture dated as of February 18October 14, 2003 2016 (the "“Indenture")”) among the Issuer, between the Company guarantors that may be party thereto from time to time, the Trustee and the TrusteeCollateral Agent. 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 "TIA")Indenture. 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Securities are senior subordinated unsecured secured obligations of the CompanyIssuer. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its of their property. To guarantee the due and punctual payment of the principal, principal of and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture and 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 Guarantors will have, jointly and severally severally, irrevocably and unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18May 14, 2003 1999 (the "Indenture"), between among the Company Company, the 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-77bbbbss.ss.77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $150,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureOriginal Securities. The Initial Original Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities Notes under an Indenture the indenture, dated as of February 18May [__], 2003 2023 (as amended, supplemented or otherwise modified from time to time, the "“Indenture"”), between by and among the Company Issuers, the Guarantors and the Affiliated Guarantors party thereto from time to time and the Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture, unless otherwise indicated. 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any term or provision of the Notes limits, qualifies or conflicts with a term or provision of the Indenture, such term or provision of the Indenture shall control. The Securities Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. This Security Note is one of the Initial Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities Notes, the PIK Notes and any Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureAdditional Notes. The Initial Securities Notes, the PIK Notes and any Exchange Securities Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Affiliated Guarantors, the Company and its Restricted their respective Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Affiliated Guarantors and Subsidiaries, issue or sell shares of capital stock of the Company such Affiliated Guarantors and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Company, the Co-Issuer and each Guarantor and Affiliated Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company Issuers under the Indenture and the Securities Notes 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 Guarantors any Guarantor and Affiliated Guarantor that executes a Guarantee will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18_____________, 2003 2004 (the "Indenture"), between among the Company 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. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Note are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Note are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesdispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, interest premium, if any, and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture. The Note, the Note Guarantees and all other Obligations of the Company and the Guarantors are secured on a second-priority basis by the Liens created by the Security Documents pursuant to, and subject to the terms of, the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18September 17, 2003 2012 (the "“Indenture"”), between among the Company 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 "“TIA"”). 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interestAdditional Interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities Notes under an Indenture Indenture, dated as of February 18September 13, 2003 2017 (the "Indenture"), between among the Issuer, the Guarantors party thereto from time to time, Deutsche Bank Trust 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. xx.xx. 77aaa-77bbbb) Americas, as in effect on the date of the Indenture trustee (the "TIATrustee")) and collateral agent, the Paying Agent, the Transfer Agent and the Registrar. Terms defined in the Indenture 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 the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Security Note is one of the Initial Securities Original Notes referred to in the Indenture. The Securities Notes include the Initial Securities Original Notes and any Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureAdditional Notes. The Initial Securities Original Notes and any Exchange Securities Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company Issuer under the Indenture and the Securities Notes 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 Guarantors will party to the Indenture from time to time will, jointly and severally severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18September 19, 2003 1997 (the "Indenture"), between the 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. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $150,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Exchange Securities referred to in the IndentureIndenture issued in exchange for Initial Securities. The Securities include the Exchange Securities, the Original Securities in the aggregate principal amount of $100,000,000 and up to $50,000,000 aggregate principal amount of additional Initial Securities. The Exchange Securities, the Original Securities and any Exchange Securities issued in exchange for such 147 6 additional Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18October 9, 2003 2020 (the "“Indenture"”), between among the Company Issuers, the 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 "TIA"). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured secured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include On and after the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to Issue Date, the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18October 5, 2003 2010 (the "“Indenture"”), between among the Company Company, the Guarantors, the Paying Agent and Wilmington Trust Company, as trustee (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 "“TIA"”). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 20, 2003 1999 (the "Indenture"), between among the Company 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the ------ "TIAAct"). 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 Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the Company. This Payment on each Security is one guaranteed on a senior subordinated basis by the Subsidiary Guarantors pursuant to Article XI of the Initial Securities referred to in the Indenture. The Securities include To the Initial Securities and extent of any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to conflict between the terms of the Securities and the Indenture, the Guarantors will jointly applicable terms of the Indenture shall govern. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis all Exchange Securities or Private Exchange Securities issued pursuant to the terms Indenture will be treated as a single class for all purposes under the Indenture. The Indenture contains certain covenants that, among other things will limit the ability of the IndentureCompany and certain of its subsidiaries to (i) incur additional indebtedness, (ii) pay dividends or distributions on, or redeem or repurchase, the Company's capital stock, (iii) make investments, (iv) engage in transactions with affiliates, (v) create liens on the Company's assets to secure certain debt, (vi) transfer or sell assets, (vii) guarantee indebtedness, (viii) make dividend or other payments, (ix) consolidate, merge or transfer all or substantially all of the Company's assets and the assets of its subsidiaries and (x) engage in unrelated business. These covenants, however, are subject to important exceptions and qualifications.

Indenture. The Company issued the Dollar Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the Dollar 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(sections)77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Dollar Securities are senior subordinated unsecured obligations of the Company. This Dollar Security is one of the Initial Dollar Securities referred to in the Indenture. The Dollar Securities include the Initial Dollar Securities and any Exchange Dollar Securities issued in exchange for Initial Dollar Securities pursuant to the Indenture. The Initial Dollar Securities and any Exchange Dollar Securities together with the Initial Euro Securities and any Exchange Euro Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Dollar Securities and all other amounts payable by the Company under the Indenture and the Dollar Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an the Indenture dated as of February 18April 27, 2003 2006 (the "“Indenture")”) among the Company, between the Company 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms 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 provisionsbe controlling. The Securities Notes are unsecured senior subordinated unsecured obligations of the Company. This Security Note is one of the Initial Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities Notes, any Additional Notes and any Exchange Securities Notes issued in exchange for Initial Securities Notes or Additional Notes pursuant to the Indenture. The Initial Securities Notes, any Additional Notes and any Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 10, 2003 1997 (the "Indenture"), between the 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $100,000,000 aggregate principal amount (subject to Section 2.07 of the Indenture). This Security is one of the Initial Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $100,000,000. The Securities include the Initial Securities and any Private Exchange Securities or Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureSecurities. The Initial Securities, the Private Exchange Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving pro forma effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and either such Debt pro forma is (a) Debt of the Company, provided that, after giving pro forma effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00, (b) Debt of the Company evidenced by the Securities or (c) Permitted Debt of the Company or any Restricted Subsidiary. The foregoing covenant will be applicable to the Company and the Restricted Subsidiaries unless the Company reaches Investment Grade Status. After the Company has reached Investment Grade Status, and notwithstanding that the Company may later cease to have an Investment Grade Rating from either or both of the Rating Agencies, the Company and the Restricted Subsidiaries will be released from their obligations to comply with the foregoing covenant. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or otherwise cause or suffer to exist or become effective any Liens of any kind upon any Principal Property or any Capital Stock or Debt of any Restricted Subsidiary (whether such Principal Property, Capital Stock or Debt are now owned or hereafter acquired), or any interest therein or any increase or profits therefrom, unless all payments due under the Indenture imposes certain and the Securities are secured on an equal and ratable basis with (or prior to) the obligations so secured, except for Permitted Liens or as provided in the second to the last paragraph of this Section 4. The Company will not, and will not permit any Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of the Indenture, to Incur Debt secured by a Lien on the Property to be leased in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities, or (b) the Company, within 180 days after the effective date of such transaction, applies to the voluntary retirement of its Funded Debt an amount equal to the value of such transaction, defined as the greater of the net proceeds of the sale of the Property leased in such transaction or the fair value, in the opinion of the Board of Directors, of the leased Property at the time such transaction was entered into. Notwithstanding the foregoing limitations on Liens and Sale and Leaseback Transactions, the ability Company and its Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien without securing the Securities, or may enter into Sale and Leaseback Transactions without retiring Funded Debt, or enter into a combination of such transactions, if the sum of (x) the principal amount of such Debt or the Attributable Debt in respect of such Sale and Leaseback Transaction, as the case may be, and (y) the principal amount of all other such Debt and all other Attributable Debt in respect of Sale and Leaseback Transactions then outstanding, does not exceed 15% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon as shown in the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock consolidated balance sheet of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesas of the end of the most recent fiscal quarter ending at least 45 days prior to the date of determination. The Indenture also imposes limitations on Company, without the ability consent of the Company and each Guarantor to Holders of any of the outstanding Securities, may consolidate or merge amalgamate with or merge into any other Person or convey, transfer transfer, lease or otherwise dispose of its Property substantially as an entirety to any Person or may permit any Person to consolidate or amalgamate with or merge into, or convey, transfer, lease all or otherwise dispose of its Property substantially all its property. To guarantee as an entirety to, the due and punctual payment Company; provided, however, that (a) the successor, transferee or lessee is organized under the laws of any United States jurisdiction; (b) the principalsuccessor, interest and additional interesttransferee or lessee, if anyother than the Company, on expressly assumes the Securities and all other amounts payable by the Company Company's obligations under the Indenture and the Securities when by means of a supplemental indenture entered into with the Trustee; (c) immediately before and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according after giving effect to the terms transaction on a pro forma basis, no Default shall have occurred and be continuing; and (d) certain other conditions are met. Under any consolidation or amalgamation by the Company with, or merger by the Company into, any other Person or any conveyance, transfer, lease or other disposition of the Securities Property of the Company substantially as an entirety as described in the preceding sentence, the successor resulting from such consolidation or amalgamation or into which the Company is merged or the transferee or lessee to which such conveyance, transfer, lease or disposition is made, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and thereafter, except in the Guarantors case of a conveyance, transfer, lease or disposition, the predecessor (if still in existence) will jointly be released from its obligations and severally unconditionally guarantee covenants under the Guaranteed Obligations on a senior subordinated basis pursuant to Indenture and the terms of the IndentureSecurities.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 25, 2003 2018 (the "“Indenture"”), between among the Company Company, the Guarantors, the Trustee and the TrusteeNotes Collateral Agent. 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 "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms such terms, and Securityholders are referred to the Indenture for a statement of those terms. To the extent any provision of this Security conflicts with express provisions of the Indenture, and Holders (as defined in the Indenture) are referred to provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 and Section 4.09 of the Initial Securities referred Indenture, to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities and issued on the Issue Date, together with any Exchange Additional Securities are issued thereafter, will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, or redeem or repurchase capital stock; make investments; issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain subsidiaries; engage in transactions with Affiliates, affiliates; create or incur Liens and make asset sales. The Indenture also imposes limitations liens on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture assets and the Securities when assets of its subsidiaries. These covenants are subject to important exceptions 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 29, 2003 2021 (the "“Indenture"”), between among the Company Company, the 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 "TIA")Indenture. 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and or make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal, principal of or interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The Company issued the Securities under an Indenture dated as of February 18October 27, 2003 1998 (the "Indenture"), between among the 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. 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 Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $250,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities Indenture issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class an aggregate principal amount of securities under the Indenture$250,000,000. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms property of the Securities and Company. Under the circumstances set forth in Section 4.11 of the Indenture, certain Restricted Subsidiaries of the Company will be required to become Subsidiary Guarantors will and jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18May 14, 2003 1999 (the "Indenture"), between among the Company Company, the 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. U.S.C.. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $150,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureOriginal Securities. The Initial Original Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 185, 2003 1999 (the "Indenture"), between the 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. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). 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 Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $200,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities Indenture issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class an aggregate principal amount of securities under the Indenture$100,000,000. The Indenture imposes will contain certain limitations on covenants that, among other things, will limit (i) the ability incurrence of additional indebtedness by the Company and its Restricted Subsidiaries to(as defined), among other things, make certain Investments and other Restricted Payments, pay (ii) the payment of dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon restricted payments by the payment of certain dividends Company and distributions by such its Restricted Subsidiaries, issue or sell shares (iii) the creation of capital stock of the Company and such restrictions on distributions from Restricted Subsidiaries, enter into or permit certain (iv) asset sales, (v) transactions with Affiliatesaffiliates, create (vi) sales or incur Liens issuances of Restricted Subsidiary capital stock, (vii) the incurrence of liens and make asset sales(viii) mergers and consolidations. The Indenture also imposes All such limitations on the ability and prohibitions, however, are subject to a number of the Company important qualifications and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyexceptions. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all 123 other amounts payable by the Company under the Indenture and 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 will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18April 13, 2003 2020 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto 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 "TIA")Indenture. 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyassets. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18August 7, 2003 2013 (the "“Indenture"”), between among the Company Company, the Guarantors, the Trustee and the TrusteeNotes Collateral Agent. 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 "TIA"“Act”). 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 Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms those terms. To the extent any provision of this Security conflicts with express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Securities referred Indenture, to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and any all Exchange Securities are issued in exchange therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, or redeem or repurchase capital stock; make investments; issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain subsidiaries; engage in transactions with Affiliates, affiliates; create or incur Liens and make asset sales. The Indenture also imposes limitations liens on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture assets and the Securities when assets of its subsidiaries; and as the same shall be due engage in sale/leaseback transactions. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 10, 2003 (the "Indenture"), between among the Company 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 "TIA"). 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 Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured obligations of the Company. This Security is one Company limited to $260.0 million aggregate principal amount (subject to Section 2.07 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Subsidiary Guarantors to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all its propertyof the Property of the Company or any such Subsidiary Guarantor. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have, jointly and severally, guaranteed the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior . The Subsidiary Guaranties are subordinated basis pursuant in right of payment to the terms of the Indentureeach Subsidiary Guarantor's obligations with respect to Designated Senior Debt.

Indenture. The Company issued the Euro Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and The Bank of New York, a New York banking corporation (the "Trustee"). The terms of the Euro 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(sections)77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Euro Securities are senior subordinated unsecured obligations of the Company. This Euro Security is one of the Initial Euro Securities referred to in the Indenture. The Euro Securities include the Initial Euro Securities and any Exchange Euro Securities issued in exchange for Initial Euro Securities pursuant to the Indenture. The Initial Euro Securities and any Exchange Euro Securities together with the Initial Dollar Securities and the Exchange Dollar Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Euro Securities and all other amounts payable by the Company under the Indenture and the Euro Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18[December 31, 2003 2002], (the "Indenture"), between among the Company 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.xxss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAXXX"). 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured obligations of the CompanyCompany limited to $123,150,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the 2015 Securities under an Indenture dated as of February 18March [ ], 2003 2007 (the "Indenture"), between the Company and the Trustee. The terms of the 2015 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2015 Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional 2015 Securities referred pursuant to in Section 2.13 of the Indenture. The 2015 Securities include issued on the Initial Securities Issue Date and any Exchange Additional 2015 Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or redeem or repurchase capital stock; make investments; create liens on assets; transfer or sell shares of capital stock of the Company and such Restricted Subsidiariesassets; guarantee indebtedness; consolidate, enter into merge or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets and the assets of its subsidiaries; and engage in sale/leaseback transactions. To guarantee These covenants are subject to important exceptions and qualifications. Upon the due and punctual payment occurrence of (i) the 2015 Securities having Investment Grade Ratings from either or both of the principalRating Agencies and (ii) no Default or Event of Default with respect to the 2015 Securities having occurred and be continuing, interest the Company and additional interestthe Restricted Subsidiaries shall not be subject to Section 4.03, if any4.04, on 4.05 and 4.09 of the Indenture with respect to the 2015 Securities. If (i) a Default or Event of Default with respect to the 2015 Securities (other than as a result of the breach of the Suspended Covenants) occurs and is continuing or (ii) both of the Rating Agencies withdraw their ratings or downgrade their ratings assigned to the 2015 Securities below the required Investment Grade Ratings, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events with respect to the 2015 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall any Subsidiary Guarantees will be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturereinstated.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of February 18November 9, 2003 2015 (the "“Indenture"”), between among the Company Issuer, the 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities Notes are senior subordinated unsecured obligations of the Company. This Security is one Issuer and consist of the Initial Securities referred to 7.5% Cash/PIK Senior Notes due 2018 issued on the Issue Date (including any increase in the Indenture. The Securities include principal amount of the Initial Securities Notes as a result of payment of PIK Interest) and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities Additional Notes and any Exchange Securities are treated as a single class of securities under PIK Notes that may be issued after the IndentureIssue Date. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries tocontains covenants that, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on limit the ability of the Company Issuer and each Guarantor its Restricted Subsidiaries to consolidate Incur additional indebtedness; pay dividends or merge distributions on, or redeem or repurchase capital stock; make investments; engage in transactions with or into any other Person or convey, affiliates; create liens on assets to secure indebtedness; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its propertyassets; and engage in sale/leaseback transactions. To guarantee These covenants are subject to important exceptions and qualifications contained in the due Indenture. On or before the date a given Person becomes a Holder or beneficial owner of at least one Note (but in any case, at least 10 Business Days before a payment—whether in cash or in kind—is to be made), and punctual payment from time to time thereafter at the reasonable request of the principalIssuer or Trustee, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms extent it is legally entitled to do so, such Person will provide the Issuer, at the office of the Securities and Issuer as set forth in Section 13.02 of the Indenture, with the Guarantors will jointly following documentation, as applicable: (i) in the case of a Person that is a U.S. Person, two duly executed copies of IRS Form W-9, certifying that such Person is exempt from U.S. federal backup withholding tax and severally unconditionally guarantee (ii) in the Guaranteed Obligations on case of a senior subordinated basis pursuant to the terms Person that is not a U.S. Person, two duly executed copies of the Indentureappropriate IRS Form W-8 and any other documentation, including the appropriate U.S. Tax Compliance Certificate, demonstrating such Person’s entitlement to a reduced rate of or exemption from U.S. federal withholding tax.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18November 22, 2003 2019 (the "“Indenture"”), between among the Company Issuers, the 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 "TIA"). 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 Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include On and after the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to Issue Date, the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18June 14, 2003 2006 (the "Indenture"), between among the Company 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.xxss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAxx"). 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 Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Securities referred Indenture, to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and any all Exchange Securities are or Private Exchange Securities issued in exchange therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, or redeem or repurchase capital stock; make investments; issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain subsidiaries; engage in transactions with Affiliates, affiliates; create or incur Liens and make asset sales. The Indenture also imposes limitations liens on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture assets and the Securities when assets of its subsidiaries; and as the same shall be due engage in sale/leaseback transactions. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. The Company issued the Securities under an Indenture dated as of February 1828, 2003 2007 (the "“Indenture"”), between among the 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will Guarantors, if any, have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an the Indenture dated as of February 18[ ], 2003 2008 (the "“Indenture")”) among the Company, between the Company 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. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms 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 provisionsbe controlling. The Securities Notes are unsecured senior subordinated unsecured obligations of the Company. This Security Note is one of the Initial Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities Notes, any Additional Notes and any Exchange Securities Notes issued in exchange for Initial Securities Notes or Additional Notes pursuant to the Indenture. The Initial Securities Notes, any Additional Notes and any Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture ---------- dated as of February 18October 31, 2003 2001 (the "Indenture")) among the Company, between the Company Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. xx.xx. U.S. Code (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms and provisionsterms. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Original Securities, the Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations Securities on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 19, 2003 2010 (the "“Indenture"”), between among the 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are second priority senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities this Security under an Indenture dated as of February 18November 24, 2003 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between by and among the Company Company, the Subsidiary Guarantors and the Trustee. The Capitalized 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 "TIA"). Terms defined in the Indenture 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 Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are the senior obligations of the Company, rank pari passu in right of payment with all current and future Senior Debt of the Company, including the Senior Credit Facility, and rank senior in right of payment to all existing and future subordinated unsecured obligations of the Company. This The Security is one of the Initial New Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange New Securities issued in exchange for the Initial Securities pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Securities and any Exchange the New Securities are treated as a single class of securities under the Indenture. Principal and premium of and Interest and Liquidated Damages, if any, on the Securities will be payable at the office or agency maintained by the Company for such purpose pursuant to Section 2.3 of the Indenture. Initially, such office will be the office of the Trustee maintained for such purpose. The Securities will be issued in denominations of $1,000 and integral multiples thereof. The Indenture imposes certain limitations restrictive covenants on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyas set forth in Article IV thereof. To guarantee the due and punctual payment of the principal, interest principal and additional interestInterest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Guarantors will jointly Subsidiary Guarantors, as primary obligors and severally not merely as surety, have unconditionally guarantee the Guaranteed Obligations and irrevocably guaranteed, on a joint and several basis, such obligations on a senior subordinated basis pursuant to the terms of Article X of the Indenture. The Securities are secured to the extent set forth in the Collateral Agreement and Article XI of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 22, 2003 2013 (the "“Indenture"”), between among the Company 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 "“TIA"”). 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 Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business and create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interestAdditional Interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 21, 2003 2008 (the "“Indenture"”), between among the 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. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and 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 Note Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.