Common use of Indenture Clause in Contracts

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

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 13, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8¼% Senior Secured Notes, Series A, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 150,000,000 aggregate principal amount of the Company’s 9¾% 8¼% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12December 13, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8¼% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2011 or 8¼% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 13, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8¼% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary GuarantorsGuarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 13, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 150,000,000 aggregate principal amount of the Company’s 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12December 13, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8 1/4% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2011 or 8 1/4% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 13, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8 1/4% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary GuarantorsGuarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 3, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that at least the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 11½% Senior Secured Notes, Series A, due 2010 2014 referred to in the Indenture. The Securities include (i) $162,000,000 255,000,000 aggregate principal amount of the Company’s 9¾% 11½% Senior Secured Notes, Series A, due 2010 2014 issued under the Indenture on March 12June 3, 2004 2009 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 11½% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2014 or 9¾% 11½% Senior Secured Notes, Series B, due 2010 2014 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 3, 2004 2009 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 11½% Senior Secured Notes, Series B, due 2010 2014 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12August 1, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7.250% Senior Secured Notes, Series A, due 2010 2019 referred to in the Indenture. The Securities include (i) $162,000,000 400,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 7.250% Senior Secured Notes, Series A, due 2010 2019 issued under the Indenture on March 12August 1, 2004 2011 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 7.250% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2019 or 7.250% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2019 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12August 1, 2004 2011 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 7.250% Senior Secured Notes, Series B, due 2010 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12August 1, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7.250% Senior Secured Notes, Series AB, due 2010 2019 referred to in the Indenture. The Securities include (i) $162,000,000 400,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 7.250% Senior Secured Notes, Series A, due 2010 2019 issued under the Indenture on March 12August 1, 2004 2011 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 7.250% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2019 or 7.250% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2019 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12August 1, 2004 2011 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 7.250% Senior Secured Notes, Series B, due 2010 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12January 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8 1/4% Senior Secured Notes, Series AB, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 180,000,000 aggregate principal amount of the Company’s 9¾% 's 8 1/4% Senior Secured Notes, Series A, due 2010 2012 issued under the Indenture on March 12January 23, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2012 or 9¾% 8 1/4% Senior Secured Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12January 23, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 8 1/4% Senior Secured Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12January 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 180,000,000 aggregate principal amount of the Company’s 9¾% 's 8 1/4% Senior Secured Notes, Series A, due 2010 2012 issued under the Indenture on March 12January 23, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2012 or 9¾% 8 1/4% Senior Secured Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12January 23, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 8 1/4% Senior Secured Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12June 13, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Noteholders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 12% Senior Secured Notes, Series A, due 2010 2013 referred to in the Indenture. The Securities Notes include (i) $162,000,000 258,000,000 aggregate principal amount of the Company’s 9¾% 's 12% Senior Secured Notes, Series A, due 2010 2013 issued under the Indenture on March 12June 13, 2004 2003 (herein called “"Initial Securities”Notes"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 12% Senior Secured Notes, Series A, due 2010 2013 or 9¾% 12% Senior Secured Notes, Series B, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 13, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”Notes") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 12% Senior Secured Notes, Series B, due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)a Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with affiliates, mergers and consolidations, payments for consent, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Company attains Investment Grade Status. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Parent and/or the Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12January 31, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 6.250% Senior Secured Subordinated Notes, Series A, due 2010 2021 referred to in the Indenture. The Securities include (i) $162,000,000 210,000,000 aggregate principal amount of the Company’s 9¾% 6.250% Senior Secured Subordinated Notes, Series A, due 2010 2021 issued under the Indenture on March 12January 31, 2004 2013 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 6.250% Senior Secured Subordinated Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2021 or 6.250% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Subordinated Notes, Series B, due 2010 2021 of the Company that may be issued from time to time under the Indenture subsequent to March 12January 31, 2004 2013 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 6.250% Senior Secured Subordinated Notes, Series B, due 2010 2021 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee, the Guarantor Obligations pursuant to Article XI of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior subordinated basis.

Indenture. This Series C Bond is one of the bonds of the Company known as its First Mortgage Bonds (the “Bonds”), issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust, dated as of February 1, 1996, duly executed by the Company to State Street Bank and Trust Company, a banking corporation organized under the laws of The Company Commonwealth of Massachusetts, Trustee (“Trustee”), and indentures supplemental thereto, heretofore or hereafter executed, to which General Mortgage Indenture and Deed of Trust and all indentures supplemental thereto (collectively referred to as the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the Securities under an rights of the owners of the Bonds and the Trustee in respect of such security. As provided in the Indenture, the Bonds may be in various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this Bond is one of a series entitled “8.25% Series C First Mortgage Bonds due 2003”, created by a First Supplemental Indenture dated as of March 12February 1, 2004 (1996, as it may be amended or supplemented from time to time provided for in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Series C Bonds 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. U.S. Code §§ §77aaa-77bbbb) (the “Act”), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Series C Bonds are subject to all terms and provisions of the Indentureto, and Securityholders qualified by, all such terms, certain of which are summarized herein, and Holders of Series C Bonds are referred to the Indenture and the Act for a statement of those such terms. The Securities are secured senior obligations Indenture authorizes the issuance of the Company. The up to $150,000,000 aggregate principal amount of Securities that may be authenticated and delivered under Series C Bonds, although the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that Bonds which may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indentureis unlimited.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12February 14, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10.375% Senior Secured Notes, Series A, Notes due 2010 2017 referred to in the Indenture. The Securities include (i) $162,000,000 200,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 10.375% Senior Secured Notes, Series A, Notes due 2010 2017 issued under the Indenture on March 12February 14, 2004 2012 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10.375% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12February 14, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 10.375% Senior Secured Notes, Series B, due 2010 Notes that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. This Series A Bond is one of the bonds of the Company known as its First Mortgage Bonds (the “Bonds”), issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust, dated as of February 1, 1996, duly executed by the Company to State Street Bank and Trust Company, a banking corporation organized under the laws of The Company Commonwealth of Massachusetts, Trustee (“Trustee”), and indentures supplemental thereto, heretofore or hereafter executed, to which General Mortgage Indenture and Deed of Trust and all indentures supplemental thereto (collectively referred to as the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the Securities under an rights of the owners of the Bonds and the Trustee in respect of such security. As provided in the Indenture, the Bonds may be in various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this Bond is one of a series entitled “7.25% Series A First Mortgage Bonds due 1999”, created by a First Supplemental Indenture dated as of March 12February 1, 2004 (1996, as it may be amended or supplemented from time to time provided for in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Series A Bonds 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. U.S. Code §§ §77aaa-77bbbb) (the “Act”), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Series A Bonds are subject to all terms and provisions of the Indentureto, and Securityholders qualified by, all such terms, certain of which are summarized herein, and Holders of Series A Bonds are referred to the Indenture and the Act for a statement of those such terms. The Securities are secured senior obligations Indenture authorizes the issuance of the Company. The up to $125,000,000 aggregate principal amount of Securities that may be authenticated and delivered under Series A Bonds, although the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that Bonds which may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indentureis unlimited.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 11, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9.000% Senior Secured Notes, Series AB, due 2010 2022 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the Company’s 9¾% 9.000% Senior Secured Notes, Series A, due 2010 2022 issued under the Indenture on March 12August 11, 2004 2014 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 9.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2022 or 9.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2022 of the Company that may be issued from time to time under the Indenture subsequent to March 12August 11, 2004 2014 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 9.000% Senior Secured Notes, Series B, due 2010 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 24, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 103/4% Senior Secured Notes, Series AB, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 112,000,000 aggregate principal amount of the Company’s 9¾% 's 103/4% Senior Secured Notes, Series A, due 2010 2012 issued under the Indenture on March 12June 24, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 103/4% Senior Secured Notes, Series A, due 2010 2012 or 9¾% 103/4% Senior Secured Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 24, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 103/4% Senior Secured Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of June 15, 2006 (the “Original Indenture”), between the Company and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture dated as of March 129, 2004 2012 (the “Third Supplemental Indenture” and, together with the Original Indenture, as it may be further amended or supplemented from time to time in accordance with the terms thereofthereof with application to the Notes, the “Indenture”), among ) between the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ U.S.C.§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”; provided, however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities Notes are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 6⅜% Senior Secured Notes, Series A, Notes due 2010 2022 referred to in the IndentureIndenture (the “Notes”). The Securities Notes include (i) $162,000,000 600,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 Notes issued under the Indenture on March 129, 2004 (herein called “Initial Securities”), 2012 and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company Notes that may be issued from time to time under the Indenture subsequent to March 129, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and any Additional Securities and Exchange Securities are Notes will be treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12October 23, 2004 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities that which may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8% Senior Secured Notes, Series A, due 2010 2009 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the Company’s 9¾% 's 8% Senior Secured Notes, Series A, due 2010 2009 issued under the Indenture on March 12October 23, 2004 2001 (herein called “"Initial Securities”Notes"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 8% Senior Secured Notes, Series A, due 2010 2009 or 9¾% 8% Senior Secured Notes, Series B, due 2010 2009 of the Company that may be issued from time to time under the Indenture subsequent to March 12October 23, 2004 2001 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”Notes") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 8% Senior Secured Notes, Series B, due 2010 2009 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Services (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the IndentureSubsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 1215, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”; provided, however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7% Senior Secured Notes, Series A, Notes due 2010 2015 referred to in the Indenture. The Securities include (i) $162,000,000 150,000,000 aggregate principal amount of the Company’s 9¾% 7% Senior Secured Notes, Series A, Notes due 2010 2015 issued under the Indenture on March 1215, 2004 2005 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 7% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2015 of the Company that may be issued from time to time under the Indenture subsequent to March 1215, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 7% Senior Secured Notes, Series B, Notes due 2010 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liensLiens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12April 15, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 6.25% Senior Secured Notes, Series A, due 2010 2013 referred to in the Indenture. The Securities include (i) $162,000,000 200,000,000 aggregate principal amount of the Company’s 9¾% 's 6.25% Senior Secured Notes, Series A, due 2010 2013 issued under the Indenture on March 12April 15, 2004 2003 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 6.25% Senior Secured Notes, Series A, due 2010 2013 or 9¾% 6.25% Senior Secured Notes, Series B, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 15, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 6.25% Senior Secured Notes, Series B, due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtednesson, the making of restricted paymentsand certain requirements with respect to, the sale of assets and subsidiary stockamong other things, the incurrence of certain liens, sale-leaseback transactions, guarantees of the sale of capital stock of restricted subsidiariesSecurities, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to , the provision of financial information and the provision of guarantees of the Securities by certain subsidiariestransactions with Affiliates. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 15, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, MQ Associates, Inc. ("Holdings"), the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 11 7/8% Senior Secured Subordinated Notes, Series A, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 180,000,000 aggregate principal amount of the Company’s 9¾% 's 11 7/8% Senior Secured Subordinated Notes, Series A, due 2010 2012 issued under the Indenture on March 12August 15, 2004 2002 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 11 7/8% Senior Secured Subordinated Notes, Series A, due 2010 2012 or 9¾% 11 7/8% Senior Secured Subordinated Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12August 15, 2004 2002 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 11 7/8% Senior Secured Subordinated Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 24, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 136,000,000 aggregate principal amount at maturity of the Company’s 9¾% 12¼% Senior Secured Discount Notes, Series A, due 2010 2012 issued under the Indenture on March 12August 24, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 12¼% Senior Secured Discount Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2012 or 12¼% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Discount Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12August 24, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 12¼% Senior Secured Discount Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in Indenture. This is one of the Collateral[Initial] [Additional] Securities. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Restricted Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liensLiens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the IndentureRestricted Subsidiaries.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of March 12October 19, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyBlue Acquisition Sub, the Subsidiary Guarantors Inc. and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are secured senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 9⅞% Senior Secured Notes, Series AB, due 2010 2018 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 800,000,000 principal amount of the CompanyIssuer’s 9¾% 9⅞% Senior Secured Notes, Series A, due 2010 2018 issued under the Indenture on March 12October 19, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9⅞% Senior Secured Notes, Series A, due 2010 2018 or 9¾% 9⅞% Senior Secured Notes, Series B, due 2010 2018 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12October 19, 2004 2010 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 9⅞% Senior Secured Notes, Series B, due 2010 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralSecurity Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12April 14, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Securities Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10-1/2% Senior Secured Notes, Series A, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 126,530,000 aggregate principal amount of the Company’s 9¾% 's 10-1/2% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12April 14, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10-1/2% Senior Secured Notes, Series A, due 2010 2011 or 9¾% 10-1/2% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 14, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10-1/2% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Securities Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Securities Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of March 12December 5, 2004 2019 (the “Base Indenture”) between the Company and Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of May 26, 2020 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto, herein called the “Indenture”), ) among the Company, Diamondback O&G LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 4.750% Senior Secured Notes, Series A, Notes due 2010 2025 referred to in the Indenture. The Securities Notes include (i) $162,000,000 500,000,000 aggregate principal amount of the Company’s 9¾% 4.750% Senior Secured Notes, Series A, Notes due 2010 2025 issued under the Indenture on March 12May 26, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2020 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 4.750% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2025 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12May 26, 2004 2020 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12April 14, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Securities Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10-1/2% Senior Secured Notes, Series AB, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 126,530,000 aggregate principal amount of the Company’s 9¾% 's 10-1/2% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12April 14, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10-1/2% Senior Secured Notes, Series A, due 2010 2011 or 9¾% 10-1/2% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 14, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10-1/2% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Securities Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Securities Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 15, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, MQ Associates, Inc. ("Holdings"), the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 11 7/8% Senior Secured Subordinated Notes, Series AB, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 180,000,000 aggregate principal amount of the Company’s 9¾% 's 11 7/8% Senior Secured Subordinated Notes, Series A, due 2010 2012 issued under the Indenture on March 12August 15, 2004 2002 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 11 7/8% Senior Secured Subordinated Notes, Series A, due 2010 2012 or 9¾% 11 7/8% Senior Secured Subordinated Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12August 15, 2004 2002 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 11 7/8% Senior Secured Subordinated Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, mergers and consolidations, and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company has issued the Securities under an Indenture dated as of March 1230, 2004 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as Act. Terms defined in effect on the date of the Indenture (the “Act”). Capitalized terms and used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8.000% Senior Secured Notes, Series A, due 2010 2023 referred to in the Indenture. The Securities include (i) $162,000,000 500,000,000 aggregate principal amount of the Company’s 9¾% 8.000% Senior Secured Notes, Series A, due 2010 2023 issued under the Indenture on March 1230, 2004 2015 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2023 or 8.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2023 of the Company that may be issued from time to time under the Indenture subsequent to March 1230, 2004 2015 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8.000% Senior Secured Notes, Series B, due 2010 2023 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor applicable Registration Rights Agreement when and as the same shall be due and payable, whether at maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12November 17, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9.375% Senior Secured Notes, Series A, due 2010 2017 referred to in the Indenture. The Securities include (i) $162,000,000 375,000,000 aggregate principal amount of the Company’s 9¾% Issuer's 9.375% Senior Secured Notes, Series A, due 2010 2017 issued under the Indenture on March 12November 17, 2004 2009 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9.375% Senior Secured Notes, Series A, due 2010 2017 or 9¾% 9.375% Senior Secured Notes, Series B, due 2010 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12November 17, 2004 2009 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Issuer's 9.375% Senior Secured Notes, Series B, due 2010 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12October 21, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Guarantors, the Trustee and the TrusteeNotes Collateral Agent. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture Issue Date (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 8.500% Senior Secured Notes, Series A, Notes due 2010 2019 referred to in the Indenture. The Securities Notes include (i) $162,000,000 200,000,000 aggregate principal amount of the Company’s 9¾% 8.500% Senior Secured Notes, Series A, Notes due 2010 2019 issued under the Indenture on March 12, 2004 (herein called “Initial SecuritiesNotes”), ) and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notesnotes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 issued pursuant to Article II of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, and otherwise in compliance with the 2007 provisions of the Indenture, having identical terms and conditions as the Notes other than issue date, issue price and 2008 Notes, the first interest payment date (herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) 2.1 of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Notes and Additional Securities and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on on, among others, the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stockassets, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiariestransaction with affiliates, the making of payments for consents, designation of restricted and unrestricted subsidiaries, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing postfiling or post-petition interest) on the Securities Notes and all other amounts payable by the Company under the Indenture, the SecuritiesNotes, the Collateral Notes Documents and the Intercreditor Agreement (including expenses and indemnification) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have as primary obligors and not merely as sureties, irrevocably and unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, on a senior secured basis, all such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 8, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8% Senior Secured Subordinated Notes, Series A, due 2010 2015 referred to in the Indenture. The Securities include (i) $162,000,000 204,000,000 aggregate principal amount of the Company’s 9¾% 8% Senior Secured Subordinated Notes, Series A, due 2010 2015 issued under the Indenture on March 12December 8, 2004 2005 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8% Senior Secured Subordinated Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2015 or 8% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Subordinated Notes, Series B, due 2010 2015 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 8, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8% Senior Secured Subordinated Notes, Series B, due 2010 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article XI of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior subordinated basis.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12November 17, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9.375% Senior Secured Notes, Series AB, due 2010 2017 referred to in the Indenture. The Securities include (i) $162,000,000 375,000,000 aggregate principal amount of the Company’s 9¾% Issuer's 9.375% Senior Secured Notes, Series A, due 2010 2017 issued under the Indenture on March 12November 17, 2004 2009 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9.375% Senior Secured Notes, Series A, due 2010 2017 or 9¾% 9.375% Senior Secured Notes, Series B, due 2010 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12November 17, 2004 2009 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Issuer's 9.375% Senior Secured Notes, Series B, due 2010 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

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

Indenture. The Company issued the Securities under an Indenture dated as of March 12February 4, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10¾% Senior Secured Subordinated Notes, Series A, due 2010 2015 referred to in the Indenture. The Securities include (i) $162,000,000 152,000,000 aggregate principal amount of the Company’s 9¾% 10¾% Senior Secured Subordinated Notes, Series A, due 2010 2015 issued under the Indenture on March 12February 4, 2004 2005 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 10¾% Senior Secured Subordinated Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2015 or 10 3/4% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Subordinated Notes, Series B, due 2010 2015 of the Company that may be issued from time to time under the Indenture subsequent to March 12February 4, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 10 3/4% Senior Secured Subordinated Notes, Series B, due 2010 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have Guarantors, if any, will fully, unconditionally guaranteed and irrevocably Guarantee (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article XI of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior subordinated basis.

Indenture. The Company has issued the Securities under an Indenture dated as of March 1230, 2004 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8.000% Senior Secured Notes, Series AB, due 2010 2023 referred to in the Indenture. The Securities include (i) $162,000,000 500,000,000 aggregate principal amount of the Company’s 9¾% 8.000% Senior Secured Notes, Series A, due 2010 2023 issued under the Indenture on March 1230, 2004 2015 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2023 or 8.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2023 of the Company that may be issued from time to time under the Indenture subsequent to March 1230, 2004 2015 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8.000% Senior Secured Notes, Series B, due 2010 2023 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor applicable Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9 1/4% Senior Secured Notes, Series AB, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 9 1/4% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12June 23, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9 1/4% Senior Secured Notes, Series A, due 2010 2011 or 9¾% 9 1/4% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 23, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 9 1/4% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of March 12June 27, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the CompanyIssuers. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10 3/8% Senior Secured Notes, Series AB, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 400,000,000 aggregate principal amount of the Company’s 9¾% Issuers' 10 3/8% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12June 27, 2004 2003 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10 3/8% Senior Secured Notes, Series A, due 2010 2011 or 9¾% 10 3/8% Senior Secured Notes, Series B, due 2010 2011 of the Company Issuers that may be issued from time to time under the Indenture subsequent to March 12June 27, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Issuers' 10 3/8% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuers under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 1220, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10% Senior Secured Notes, Series A, Notes due 2010 2013 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 10% Senior Secured Notes, Series A, Notes due 2010 2013 issued under the Indenture on March 1220, 2004 2003 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 1220, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10% Senior Secured Notes, Series B, Notes due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 11, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9.000% Senior Secured Notes, Series A, due 2010 2022 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the Company’s 9¾% 9.000% Senior Secured Notes, Series A, due 2010 2022 issued under the Indenture on March 12August 11, 2004 2014 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 9.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2022 or 9.000% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2022 of the Company that may be issued from time to time under the Indenture subsequent to March 12August 11, 2004 2014 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 9.000% Senior Secured Notes, Series B, due 2010 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12May 14, 2004 2007 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general senior unsecured obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7.375% Senior Secured Notes, Series A, Notes due 2010 2015 referred to in the Indenture. The Securities include (i) $162,000,000 200,000,000 aggregate principal amount of the Company’s 9¾% 7.375% Senior Secured Notes, Series A, Notes due 2010 2015 issued under the Indenture on March 12May 14, 2004 2007 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, an unlimited principal amount of additional 9¾% 7.375% Senior Secured Notes, Series A, Notes due 2010 2015 in a non-registered or 9¾% Senior Secured Notes, Series B, due 2010 registered offering of the Company Company, that may be issued offered from time to time under the Indenture subsequent to March 12, 2004 the Issue Date (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture ), and (viii) if and when issued, the Company’s 9¾% 7.375% Senior Secured NotesNotes due 2015, Series B, due 2010 that may be issued from time to time under the Indenture if and when issued in exchange for Initial Securities or any Additional Securities as provided in an offer the Registration Rights Agreement, the Company’s 7.375% Senior Notes due 2015 registered under the Securities Act as provided in any registration rights agreements (herein called the “Exchange Securities” and, together with the Initial Securities and any Additional Securities, the “Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations, among other things. The Indenture also imposes requirements with respect to the provision of financial information and permits the provision suspension of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, covenants if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indentureobtains an Investment Grade Rating.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of March 12November 5, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Viking Acquisition Inc. and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are secured senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 9¼% Senior Secured Notes, Series A, due 2010 2018 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 275,000,000 principal amount of the CompanyIssuer’s 9¾% 9¼% Senior Secured Notes, Series A, due 2010 2018 issued under the Indenture on March 12November 5, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9¼% Senior Secured Notes, Series A, due 2010 2018 or 9¾% 9¼% Senior Secured Notes, Series B, due 2010 2018 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12November 5, 2004 2010 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 9¼% Senior Secured Notes, Series B, due 2010 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralSecurity Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities Notes under an Indenture dated as of March 12December 1, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors party thereto (the “Subsidiary Guarantors”), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as collateral agent (in such capacity, the Trustee“Collateral Agent”). The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are senior secured senior obligations of the CompanyIssuers. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 10.50% Senior Secured Notes, Series A, due 2010 2017 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 290,000,000 principal amount of the Company’s 9¾% Issuers’ 10.50% Senior Secured Notes, Series A, due 2010 2017 issued under the Indenture on March 12December 1, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount if and when issued in accordance with the terms of the Company’s 9¾% Indenture, additional 10.50% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2017 or 9¾% 10.50% Senior Secured Notes, Series B, due 2010 2017 of the Company that Issuers that, in each case, may be issued from time to time under the Indenture subsequent to March 12December 1, 2004 2010 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issuedissued in accordance with the terms of the Indenture, the Company’s 9¾% Issuers’ 10.50% Senior Secured Notes, Series B, due 2010 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes that are Restricted Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the IndentureSecurity Documents.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12September 18, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”)Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured senior subordinated obligations of the Company. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenturelimited to $12,000,000. This Security Note is one of the 9¾% Senior 7.25% Subordinated Secured Notes, Series A, Notes due 2010 2018 referred to in the Indenture. The Securities Notes include (i) $162,000,000 4,143,000.00 aggregate principal amount of the Company’s 9¾% Senior 7.25% Subordinated Secured Notes, Series A, Notes due 2010 2018 issued under the Indenture on March 12September 18, 2004 2013 (herein called “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior 7.25% Subordinated Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2018 of the Company that may be issued from time to time under the Indenture subsequent to March 12September 18, 2004 2013 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Senior 7.25% Subordinated Secured Notes, Series B, Notes due 2010 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements Notes (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued Reference is made hereby to (i) the Securities under an Indenture dated as of March 12October 4, 2004 (the “Original Indenture”) among Enterprise Products Operating L.P., as it may be amended or supplemented from time to time in accordance with issuer (the terms thereof“Original Issuer”), Enterprise Products Partners L.P., as parent guarantor (the “Parent Guarantor”), and Wxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (ii) the Tenth Supplemental Indenture thereto dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), among the Original Issuer, the Company, the Parent Guarantor and the Trustee, providing for the Company as the successor issuer and (iii) the Twenty-Seventh Supplemental Indenture thereto dated as of May 7, 2015 (the “Twenty-Seventh Supplemental Indenture”), among the Company, the Subsidiary Guarantors Parent Guarantor and the Trustee, providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as amended and supplemented by the Tenth Supplemental Indenture and the Twenty-Seventh Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Indenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. This Security is one of a duly authorized issue of Debt Securities of the series designated by the Company as “3.700% Senior Notes due 2026” (such series of Debt Securities being referred to herein as the “Securities”), all of which are issued or to be issued under and pursuant to the Indenture. The terms of the Securities include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations such terms and a description of the Company. The aggregate principal amount rights, limitations of Securities that may be authenticated rights, obligations, duties and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one immunities thereunder of the 9¾% Senior Secured NotesTrustee, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of Parent Guarantor and the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under Holder hereof. If and to the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) extent any provision of the Indenture and (v) if and when issuedlimits, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under qualifies or conflicts with any other provision of the Indenture that is required to be included in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect or is deemed applicable to the provision of financial information and the provision of guarantees Indenture by virtue of the Securities by certain subsidiaries. To guarantee the due and punctual payment provisions of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severallyTIA, such obligations on a senior, secured basis pursuant to the terms of the Indenturerequired provision shall control.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 24, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 103/4% Senior Secured Notes, Series A, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 112,000,000 aggregate principal amount of the Company’s 9¾% 's 103/4% Senior Secured Notes, Series A, due 2010 2012 issued under the Indenture on March 12June 24, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 103/4% Senior Secured Notes, Series A, due 2010 2012 or 9¾% 103/4% Senior Secured Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 24, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 103/4% Senior Secured Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities Notes under an Indenture dated as of March 12November 8, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Parent Guarantor named therein, the Subsidiary Guarantors party thereto (the “Subsidiary Guarantors”), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as collateral agent (in such capacity, the Trustee“Collateral Agent”). The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are senior secured senior obligations of the CompanyIssuers. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 7.125% Senior Secured Notes, Series B, due 2020 referred to in the Indenture. The Notes include (i) $275,000,000 principal amount of the Issuers’ 7.125% Senior Secured Notes, Series A, due 2010 referred to 2020 issued under the Indenture on November 8, 2012 (the “Initial Notes”), (ii) if and when issued in accordance with the terms of the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% , additional 7.125% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2020 or 9¾% 7.125% Senior Secured Notes, Series B, due 2010 2020 of the Company that may be Issuers that, in each case, maybe issued from time to time under the Indenture subsequent to March 12November 8, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issuedissued in accordance with the terms of the Indenture, the Company’s 9¾% Issuers’ 7.125% Senior Secured Notes, Series B, due 2010 2020 that may be maybe issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes that are Restricted Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the IndentureSecurity Documents.

Indenture. This Series B Bond is one of the bonds of the Company known as its First Mortgage Bonds (the “Bonds”), issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust, dated as of February 1, 1996, duly executed by the Company to State Street Bank and Trust Company, a banking corporation organized under the laws of The Company Commonwealth of Massachusetts, Trustee (“Trustee”), and indentures supplemental thereto, heretofore or hereafter executed, to which General Mortgage Indenture and Deed of Trust and all indentures supplemental thereto (collectively referred to as the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the Securities under an rights of the owners of the Bonds and the Trustee in respect of such security. As provided in the Indenture, the Bonds may be in various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this Bond is one of a series entitled “7.75% Series B First Mortgage Bonds due 2001”, created by aFirst Supplemental Indenture dated as of March 12February 1, 2004 (1996, as it may be amended or supplemented from time to time provided for in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Series B Bonds 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. U.S. Code §§ §77aaa-77bbbb) (the “Act”), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Series B Bonds are subject to all terms and provisions of the Indentureto, and Securityholders qualified by, all such terms, certain of which are summarized herein, and Holders of Series B Bonds are referred to the Indenture and the Act for a statement astatement of those such terms. The Securities are secured senior obligations Indenture authorizes the issuance of the Company. The up to $150,000,000 aggregate principal amount of Securities that may be authenticated and delivered under Series B Bonds, although the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that Bonds which may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indentureis unlimited.

Indenture. The Company has issued the Securities under an Indenture dated as of March 12April 16, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as Act. Terms defined in effect on the date of the Indenture (the “Act”). Capitalized terms and used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 5.875% Senior Secured Notes, Series A, due 2010 2022 referred to in the Indenture. The Securities include (i) $162,000,000 1,600,000,000 aggregate principal amount of the Company’s 9¾% 5.875% Senior Secured Notes, Series A, due 2010 2022 issued under the Indenture on March 12April 16, 2004 2014 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 5.875% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2022 or 5.875% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2022 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 16, 2004 2014 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 5.875% Senior Secured Notes, Series B, due 2010 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor applicable Registration Rights Agreement when and as the same shall be due and payable, whether at maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 1220, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10% Senior Secured Notes, Series A, due 2010 2013 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 10% Senior Secured Notes, Series A, due 2010 2013 issued under the Indenture on March 1220, 2004 2003 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10% Senior Secured Notes, Series A, due 2010 2013 or 9¾% 10% Senior Secured Notes, Series BS, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 1220, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10% Senior Secured Notes, Series BS, due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12October 28, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Note Guarantors and Xxxxxxx Xxxxx PCG, Inc. (the Trustee“Initial Holder”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”), whether or not subject to the Act. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general senior subordinated secured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated executed, authenticated, if applicable, and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Subordinated Secured Notes, Series A, Notes due 2010 2021 referred to in the Indenture. The Securities include (i) $162,000,000 80,431,000 aggregate principal amount of Senior Subordinated Secured Notes due 2021 issued on the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under date hereof (the Indenture on March 12, 2004 (herein called “Initial Securities”), ) and (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, an unlimited principal amount of additional 9¾% Senior Subordinated Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2021 in a non-registered offering that may be issued offered from time to time under or issued as payment of interest on the Indenture Securities, in each case, subsequent to March 12, 2004 the Issue Date (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of ” and together with the Indenture and (v) if and when issuedInitial Securities, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Additional Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, Equity Issuances, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Note Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article XI of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior subordinated basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12November 2, 2004 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10% Senior Secured Notes, Series AB, due 2010 2008 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 10% Senior Secured Notes, Series A, due 2010 2008 issued under the Indenture on March 12November 2, 2004 2001 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10% Senior Secured Notes, Series A, due 2010 2008 or 9¾% 10% Senior Secured Notes, Series B, due 2010 2008 of the Company that may be issued from time to time under the Indenture subsequent to March 12November 2, 2004 2001 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 10% Senior Secured Notes, Series B, due 2010 2008 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Service (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesSubsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the 2025 Notes as a series of Securities under an the Indenture dated as of March 12May 31, 2004 2023 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of May 31, 2023 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the 2025 Notes, herein called the “Indenture”), ) among the Company, Ovintiv Canada ULC, a British Columbia corporation (the “Subsidiary Guarantors Guarantor”), and the Trustee. The terms of the Securities 2025 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 2025 Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this 2025 Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities 2025 Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security 2025 Note is one of the 9¾% 5.650% Senior Secured Notes, Series A, Notes due 2010 2025 referred to in the Indenture. The Securities 2025 Notes include (i) $162,000,000 600,000,000 aggregate principal amount of the Company’s 9¾% 5.650% Senior Secured Notes, Series A, Notes due 2010 2025 issued under the Indenture on March 12May 31, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2023 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial 2025 Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 5.650% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2025 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12May 31, 2004 2023 (togetherthe “Additional 2025 Notes” and, together with the 2007 Notes and 2008 Initial 2025 Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured 2025 Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, 2025 Notes and the Additional Securities and Exchange Securities are treated 2025 Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of March 12November 10, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are secured senior obligations of the CompanyIssuers. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8.75% Senior Secured Notes, Series A, due 2010 2017 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% Issuers’ 8.75% Senior Secured Notes, Series A, due 2010 2017 issued under the Indenture on March 12November 10, 2004 2009 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8.75% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2017 or 8.75% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2017 of the Company Issuers that may be issued from time to time under the Indenture subsequent to March 12November 10, 2004 2009 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a2.1 (a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Issuers’ 8.75% Senior Secured Notes, Series B, due 2010 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuers under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a Series of Securities under an the Indenture dated as of March 12June 4, 2004 2014 (the “Base Indenture”) between the Company and Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of June 4, 2014 (the “Supplemental Indenture” and together with the terms thereofBase Indenture, the “Indenture”), ) by and among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”)TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 4.375% Senior Secured Notes, Series A, Notes due 2010 2024 referred to in the Indenture. The Securities Notes include (i) $162,000,000 750,000,000 aggregate principal amount of the Company’s 9¾% 4.375% Senior Secured Notes, Series A, Notes due 2010 2024 issued under the Indenture on March 12June 4, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2014 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 4.375% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2024 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12June 4, 2004 2014 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class Series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12February 14, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 10.375% Senior Secured Notes, Series A, Notes due 2010 2017 referred to in the Indenture. The Securities include (i) $162,000,000 200,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 10.375% Senior Secured Notes, Series A, Notes due 2010 2017 issued under the Indenture on March 12February 14, 2004 2012 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 10.375% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12February 14, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 10.375% Senior Secured Notes, Series B, Notes due 2010 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12April 18, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9.25% Senior Secured Notes, Series AS, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 9.25% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12April 18, 2004 2002 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9.25% Senior Secured Notes, Series A, due 2010 or 9¾% 9.25% Senior Secured Notes, Series BS, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12April 18, 2004 2002 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 9.25% Senior Secured Notes, Series BS, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Service (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). Notwithstanding the foregoing, if at any time the Company's credit rating is downgraded from Investment Grade Status, such limitations shall be reinstated in full force and effect to the same extent as though the Company had never attained Investment Grade Status. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesSubsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the 2023 Notes as a Series of Securities under an the Indenture dated as of December 5, 2019 (the “Base Indenture”) between the Company and Trustee, as supplemented by the Third Supplemental Indenture, dated as of March 1224, 2004 2021 (as it may be amended or supplemented from time to time in accordance the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto, herein called the “Indenture”), ) among the Company, Diamondback O&G LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. The terms of the Securities 2023 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 2023 Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this 2023 Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities 2023 Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security 2023 Note is one of the 9¾% 0.900% Senior Secured Notes, Series A, Notes due 2010 2023 referred to in the Indenture. The Securities 2023 Notes include (i) $162,000,000 650,000,000 aggregate principal amount of the Company’s 9¾% 0.900% Senior Secured Notes, Series A, Notes due 2010 2023 issued under the Indenture on March 1224, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2021 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 0.900% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2023 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 1224, 2004 2021 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured 2023 Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class Series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of March 12December 8, 2004 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuers. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7.875% Senior Secured Notes, Series A, Notes due 2010 2024 referred to in the Indenture. The Securities include (i) $162,000,000 500,000,000 aggregate principal amount of the Company’s 9¾% Issuers’ 7.875% Senior Secured Notes, Series A, Notes due 2010 2024 issued under the Indenture on March 12December 8, 2004 2016 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 7.875% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2024 of the Company Issuers that may be issued from time to time under the Indenture subsequent to March 12December 8, 2004 2016 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Issuers’ 7.875% Senior Secured Notes, Series B, Notes due 2010 2024 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuers under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 9 1/4% Senior Secured Notes, Series A, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 250,000,000 aggregate principal amount of the Company’s 9¾% 's 9 1/4% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12June 23, 2004 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9 1/4% Senior Secured Notes, Series A, due 2010 2011 or 9¾% 9 1/4% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 23, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 9 1/4% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12July 22, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 6-7/8% Senior Secured Notes, Series A, due 2010 2015 referred to in the Indenture. The Securities Notes include (i) $162,000,000 400,000,000 aggregate principal amount of the Company’s 9¾% 's 6-7/8% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 2015 issued under the Indenture on July 222, 2008 2005 (the “2008 herein called "Initial Notes”"), (ivii) if and when issued, additional 9¾% 6-7/8% Senior Secured Notes, Series A, due 2010 2015 or 9¾% 6-7/8% Senior Secured Notes, Series B, due 2010 2015 of the Company that may be issued from time to time under the Indenture subsequent to March 12July 22, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”Notes") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 6-7/8% Senior Secured Notes, Series B, due 2010 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)a Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the sale of capital stock Capital Stock of restricted subsidiariesRestricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Notes attain an Investment Grade Rating. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12June 13, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Noteholders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 12% Senior Secured Notes, Series AB, due 2010 2013 referred to in the Indenture. The Securities Notes include (i) $162,000,000 258,000,000 aggregate principal amount of the Company’s 9¾% 's 12% Senior Secured Notes, Series A, due 2010 2013 issued under the Indenture on March 12June 13, 2004 2003 (herein called “"Initial Securities”Notes"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 12% Senior Secured Notes, Series A, due 2010 2013 or 9¾% 12% Senior Secured Notes, Series B, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 13, 2004 2003 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”Notes") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 12% Senior Secured Notes, Series B, due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)a Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with affiliates, mergers and consolidations, payments for consent, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Company attains Investment Grade Status. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Parent and/or the Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 1216, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”; provided, however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7.75% Senior Secured Notes, Series A, Notes due 2010 2019 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the Company’s 9¾% 7.75% Senior Secured Notes, Series A, Notes due 2010 2019 issued under the Indenture on March 1216, 2004 2011 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 7.75% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2019 of the Company that may be issued from time to time under the Indenture subsequent to March 1216, 2004 2011 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 7.75% Senior Secured Notes, Series B, Notes due 2010 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesIndenture. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 13, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 8 1/4% Senior Secured Notes, Series AB, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 150,000,000 aggregate principal amount of the Company’s 9¾% 8 1/4% Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12December 13, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 8 1/4% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2011 or 8 1/4% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 13, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 8 1/4% Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary GuarantorsGuarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 128, 2004 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ §77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 111/4% Senior Secured Notes, Series A, due 2010 2014 referred to in the Indenture. The Securities Notes include (i) $162,000,000 175,000,000 aggregate principal amount of the Company’s 9¾% 's 111/4% Senior Secured Notes, Series A, due 2010 2014 issued under the Indenture on March 128, 2004 2006 (herein called “"Initial Securities”Notes"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 111/4% Senior Secured Notes, Series A, due 2010 2014 or 9¾% 111/4% Senior Secured Notes, Series B, due 2010 2014 of the Company that may be issued from time to time under the Indenture subsequent to March 128, 2004 2006 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”Notes") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 111/4% Senior Secured Notes, Series B, due 2010 2014 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)a Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Restricted Subsidiaries and the sale of capital stock Capital Stock of restricted subsidiariesRestricted Subsidiaries. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries Restricted Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of March 12December 13, 2004 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of April 18, 2024 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantors Guarantor”), and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 5.200 Senior Secured Notes, Series A, Notes due 2010 2027 referred to in the Indenture. The Securities Notes include (i) $162,000,000 850,000,000 aggregate principal amount of the Company’s 9¾% 5.200% Senior Secured Notes, Series A, Notes due 2010 2027 issued under the Indenture on March 12April 18, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2024 in an offering registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 5.200% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2027 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12April 18, 2004 2024 (togetherthe “Additional Notes” and, together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments Securities for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

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

Indenture. The Company issued the Notes under the Debt Securities under an Indenture dated as of March 12April 5, 2004 2012 (the “Base Indenture”) between the Company and Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of April 5, 2012 (the “Supplemental Indenture” and together with the terms thereofBase Indenture, the “Indenture”), ) by and among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”)TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 5.875% Senior Secured Notes, Series A, Notes due 2010 2022 referred to in the Indenture. The Securities Notes include (i) $162,000,000 750,000,000 aggregate principal amount of the Company’s 9¾% 5.875% Senior Secured Notes, Series A, Notes due 2010 2022 issued under the Indenture on March 12April 5, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued 2012 and registered under the Indenture on March 21, 2007 Securities Act (the “2007 Initial Notes”), and (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (ivii) if and when issued, an unlimited principal amount of additional 9¾% 5.875% Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company 2022 that may be issued from time to time time, under the Indenture Indenture, subsequent to March 12April 5, 2004 2012 in a registered offering of the Company (together, the “Additional Notes” and together with the 2007 Notes and 2008 Initial Notes, herein called the “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12May 18, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general senior secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 2020 referred to in the Indenture. The Securities include (i) $162,000,000 450,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 2020 issued under the Indenture on March 12May 18, 2004 2012 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2020 or 9¾% Senior Secured Notes, Series B, due 2010 2020 of the Company that may be issued from time to time under the Indenture subsequent to March 12May 18, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 2020 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Note Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of March 12October 19, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyBlue Acquisition Sub, the Subsidiary Guarantors Inc. and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are secured senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 9⅞% Senior Secured Notes, Series A, due 2010 2018 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 800,000,000 principal amount of the CompanyIssuer’s 9¾% 9⅞% Senior Secured Notes, Series A, due 2010 2018 issued under the Indenture on March 12October 19, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 9⅞% Senior Secured Notes, Series A, due 2010 2018 or 9¾% 9⅞% Senior Secured Notes, Series B, due 2010 2018 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12October 19, 2004 2010 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 9⅞% Senior Secured Notes, Series B, due 2010 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralSecurity Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12December 21, 2004 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 5.0% Senior Secured Notes, Series A, due 2010 2025 referred to in the Indenture. The Securities include (i) $162,000,000 600,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 5.0% Senior Secured Notes, Series A, due 2010 2025 issued under the Indenture on March 12December 21, 2004 2016 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 5.0% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2025 or 5.0% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2025 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12December 21, 2004 2016 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 5.0% Senior Secured Notes, Series B, due 2010 2025 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of March 12May 3, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyRadioShack Corporation, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are secured senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Securities Notes that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 6.750% Senior Secured Unsecured Notes, Series A, due 2010 2019 referred to in the Indenture. The Securities Notes include (i) $162,000,000 aggregate 325,000,000 principal amount of the CompanyIssuer’s 9¾% 6.750% Senior Secured Unsecured Notes, Series A, due 2010 2019 issued under the Indenture on March 12May 3, 2004 2011 (herein called the “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 6.750% Senior Secured Unsecured Notes, Series A, due 2010 2019 or 9¾% 6.750% Senior Secured Unsecured Notes, Series B, due 2010 2019 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12May 3, 2004 2011 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a2.01(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 6.750% Senior Secured Unsecured Notes, Series B, due 2010 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms purposes of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 16, 2004 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general senior secured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Floating Rate Senior Secured Notes, Series AB, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 306,000,000 aggregate principal amount of the Company’s 9¾% Floating Rate Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12June 16, 2004 2006 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional Floating Rate Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2011 or 9¾% Floating Rate Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 16, 2004 2006 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Floating Rate Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Note Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 16, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 6.50% Senior Secured Subordinated Notes, Series A, due 2010 2012 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the Company’s 9¾% 6.50% Senior Secured Subordinated Notes, Series A, due 2010 2012 issued under the Indenture on March 12December 16, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 6.50% Senior Secured Subordinated Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2012 or 6.50% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Subordinated Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12December 16, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 6.50% Senior Secured Subordinated Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors Guarantors, if any, have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article XI of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior subordinated basis.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 16, 2004 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general senior secured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Floating Rate Senior Secured Notes, Series A, due 2010 2011 referred to in the Indenture. The Securities include (i) $162,000,000 306,000,000 aggregate principal amount of the Company’s 9¾% Floating Rate Senior Secured Notes, Series A, due 2010 2011 issued under the Indenture on March 12June 16, 2004 2006 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional Floating Rate Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 2011 or 9¾% Floating Rate Senior Secured Notes, Series B, due 2010 2011 of the Company that may be issued from time to time under the Indenture subsequent to March 12June 16, 2004 2006 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% Floating Rate Senior Secured Notes, Series B, due 2010 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally guaranteed and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Note Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior, secured basis pursuant to the terms of the Indenturesenior basis.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12November 19, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 6.0% Senior Secured Notes, Series AB, due 2010 2020 referred to in the Indenture. The Securities include (i) $162,000,000 300,000,000 aggregate principal amount of the CompanyIssuer’s 9¾% 6.0% Senior Secured Notes, Series A, due 2010 2020 issued under the Indenture on March 12November 19, 2004 2012 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 6.0% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2020 or 6.0% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2020 of the Company Issuer that may be issued from time to time under the Indenture subsequent to March 12November 19, 2004 2012 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the CompanyIssuer’s 9¾% 6.0% Senior Secured Notes, Series B, due 2010 2020 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback the entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Securities and the Intercreditor Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12July 1, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Noteholders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security Note is one of the 9¾% 7 3/8% Senior Secured Notes, Series A, due 2010 2014 referred to in the Indenture. The Securities Notes include (i) $162,000,000 200,000,000 aggregate principal amount of the Company’s 9¾% 7 3/8% Senior Secured Notes, Series A, due 2010 2014 issued under the Indenture on March 12July 1, 2004 (herein called “Initial SecuritiesNotes”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 7 3/8% Senior Secured Notes, Series A, due 2010 2014 or 9¾% 7 3/8% Senior Secured Notes, Series B, due 2010 2014 of the Company that may be issued from time to time under the Indenture subsequent to March 12July 1, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 7 3/8% Senior Secured Notes, Series B, due 2010 2014 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)a Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the sale of capital stock Capital Stock of restricted subsidiariesRestricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Company attains an Investment Grade Rating. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 24, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The Securities include (i) $162,000,000 136,000,000 aggregate principal amount at maturity of the Company’s 9¾% 12¼% Senior Secured Discount Notes, Series A, due 2010 2012 issued under the Indenture on March 12August 24, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% if and when issued, additional 12¼% Senior Secured Discount Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% 2012 or 12¼% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Discount Notes, Series B, due 2010 2012 of the Company that may be issued from time to time under the Indenture subsequent to March 12August 24, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 12¼% Senior Secured Discount Notes, Series B, due 2010 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in Indenture. This is one of the Collateral[Additional] [Exchange] Securities. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Restricted Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liensLiens, sale-leaseback transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, mergers and consolidations, and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the IndentureRestricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12July 20, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Trust Indenture Act”"; provided, however, that in the event the Trust Indenture Act is amended after such date, "Trust Indenture Act" shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The aggregate principal amount of Securities securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 7 3/4 % Senior Secured Notes, Series A, Notes due 2010 2013 referred to in the Indenture. The Securities include (i) $162,000,000 150,000,000 aggregate principal amount of the Company’s 9¾% 's 7 3/4 % Senior Secured Notes, Series A, Notes due 2010 2013 issued under the Indenture on March 12October 3, 2004 2005 (herein called “"Initial Securities”"), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% 7 3/4 % Senior Secured Notes, Series A, Notes due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 12October 3, 2004 2005 (together, with the 2007 Notes and 2008 Notes, herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (viii) if and when issued, the Company’s 9¾% 's 7 3/4 % Senior Secured Notes, Series B, Notes due 2010 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesIndenture. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured unsecured senior basis pursuant to the terms of the Indenture.