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 12April 30, 2004 1998 (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. §§ ------ (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 subordinated obligations of the CompanyCompany limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of Securities that notes which may be --- authenticated and delivered under the Indenture Indenture, including the Securities, is unlimited, provided that the Net Cash Proceeds from any issuance limited to $250.0 million (subject to Section 2.9 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 Initial Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, 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 Indebtedness, the sale Incurrence of assets and subsidiary stock, Liens by the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consentsCompany or its Restricted Subsidiaries, the entering into of agreements that restrict distribution from restricted subsidiaries Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the consummation issuance or sale of mergers Capital Stock of Restricted Subsidiaries, the business activities and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees investments of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 Notes under an Indenture dated as of March 12November 4, 2004 1997 (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. §§ ------ (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 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 subordinated obligations of the Company. The Company limited to $294 million aggregate principal amount (subject to Section 310 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% Senior Secured Notes, Series A, due 2010 Initial Notes referred to in the Indenture. The Securities Notes 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 any Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Notes and the 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 Restricted Subsidiaries, the making payment of restricted paymentsdividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the incurrence of certain liens, sale-leaseback transactions, Indenture limits 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 ability of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment of the principal, premium, if any, its Subsidiaries to restrict distributions 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 Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 128, 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. §§ 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 Company limited to $200.0 million aggregate principal amount (subject to Section 2.9 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 Private Exchange Securities and the Exchange Securities are 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 CollateralIndenture. The Indenture imposes certain limitations on on, among other things: the incurrence Incurrence of indebtednessLiens by the Company or its Subsidiaries, Sale and Lease-Back Transactions by the making of restricted paymentsCompany or its Subsidiaries, the consolidation, mergers and 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. Company, and transactions 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 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 12June 21, 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 Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 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. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $250,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 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 Initial Securities 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 Initial Securities and any Private Exchange Securities or Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional the Private Exchange Securities and the 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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company, the making payment of restricted payments, dividends on Capital Stock of Restricted Subsidiaries and the sale redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries; Investments; sales of assets and subsidiary stockRestricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or issuance of Preferred Stock of the Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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 principalprincipal of, premium, and premium (if any, ) and interest (including post-filing or post-petition interest) on 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 unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such Company's obligations under the Indenture on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 10-3/8% Senior Notes due 2005, Series A (herein called the "Initial Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture") dated as of March 12June 16, 2004 1997, by and between the Company and First Union National Bank, as trustee (as it may be amended or supplemented from time to time in accordance with herein called the terms thereof, "Trustee," which term includes any successor Trustee under the “Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Subsidiary Trustee, any Guarantors and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Unrestricted Securities (including the Exchange Securities referred to below), issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, 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 such terms. The Securities are secured senior obligations No reference herein to the Indenture and no provisions of this Security or of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under Indenture shall alter or impair 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 obligation of the Company that may be issued from time or any Guarantor, which is absolute and unconditional, to time under pay the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, if any, and interest (including post-filing on this Security at the times, place, and rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenturecurrency, 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 Indentureherein prescribed.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $[_____], which may be issued the Securities under an Indenture indenture (herein called the "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”), by and among the Company, each of the Subsidiary Security Guarantors named in the Indenture (the "Security Guarantors") and [___________], as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Security Guarantors and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, 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 such terms. The Securities are secured senior obligations No reference herein to the Indenture and no provisions of this Security or of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under Indenture shall alter or impair 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 obligation of the Company that may be issued from time or any Security Guarantor, which is absolute and unconditional, to time under pay the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, if any, and interest (including post-filing on this Security at the times, place, and rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenturecurrency, 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 Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture indenture, dated as of March 12[_________], 2004 2002 (the "Indenture"), between the Company and The Bank of New York, not in its individual capacity but solely as it may be amended or supplemented from time Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms thereofupon which the Securities are, the “Indenture”)and are to be, among the Company, the Subsidiary Guarantors authenticated and the Trusteedelivered. 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) ("TIA") 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 Indentureto, and Securityholders qualified by, all such terms, certain of which are summarized herein, and Holders are referred to the Indenture and the Act TIA for a more complete statement of those such terms. The Securities are secured senior unsecured general obligations of the Company. The Company initially limited to $[_________] in aggregate principal amount, except for such additional principal amount of Securities that may be authenticated and delivered under the Indenture is unlimitedupon registration of transfer of, provided that the Net Cash Proceeds from any issuance or in lieu of Additional other Securities are invested in Additional Assets in accordance with pursuant to Sections 304, 305, 306, 906, 1108 and 1301 of the Indenture. This Security is one , PROVIDED that additional Securities of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The any series of Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued authenticated and delivered 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 authenticated and delivered thereunder at any time, having the Indenture subsequent to March 12same terms as, 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 (for all purposes under this Indenture) with, such previously authenticated and delivered Securities, PROVIDED further that such additional Securities shall be authenticated and delivered to the Trust in exchange for the issuance by the Trust of securities under additional Preferred Securities to holders of Existing Preferred Securities in exchange for Existing Preferred Securities tendered in an exchange offer. The Securities are subordinated in right of payment to all existing and future Senior Indebtedness of the Company. No reference herein to 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 no provision of financial information and the provision of guarantees this Security or of the Securities by certain subsidiaries. To guarantee Indenture shall alter or impair the due and punctual payment obligation of the principalCompany, premiumwhich is absolute and unconditional, to pay the principal of and interest and Additional Redemption Distributions, if any, on, this Security when due at the times, place and interest (including post-filing rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under currency, herein prescribed or to convert this Security as provided in the Indenture, . Capitalized terms used herein without definition shall have 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 meanings given 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 them in the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12February 13, 2004 1998 (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-77bbbbss.s▇. ▇▇aaa-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 Company limited to $110.0 million aggregate principal amount (subject to Section 2.9 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 Exchange Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness respectively, 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 Indebtedness, the sale Incurrence of assets and subsidiary stock, Liens by the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consentsCompany or its Restricted Subsidiaries, 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 Sale/Leaseback transactions by the Company under the Indentureor its Restricted Subsidiaries, the Securitiessale or transfer of assets and Capital Stock of Restricted Subsidiaries, the Collateral Documents issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities 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 investments of the Securities Company and the Indentureits Restricted Subsidiaries, and transactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12February 13, 2004 1998 (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-77bbbbss.s▇. ▇▇aaa-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 Company limited to $110.0 million aggregate principal amount (subject to Section 2.9 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 Initial Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, 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 Indebtedness, the sale Incurrence of assets and subsidiary stock, Liens by the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consentsCompany or its Restricted Subsidiaries, 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 Sale/Leaseback transactions by the Company under the Indentureor its Restricted Subsidiaries, the Securitiessale or transfer of assets and Capital Stock of Restricted Subsidiaries, the Collateral Documents issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities 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 investments of the Securities Company and the Indentureits Restricted Subsidiaries and, transactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 19, 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. §§ 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 Company initially issued in aggregate principal amount of Securities that may be authenticated and delivered $100,000,000, but subject to additional issuances 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 D Notes 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 C Notes and 2008 Notes, herein called “Additional Securities”) as provided any Series D Notes issued in Section 2.1(a) of exchange for the Series C Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Series C Notes and Exchange Securities the Series D 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 Restricted Subsidiaries, the making payment of restricted paymentsdividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the incurrence of certain liens, sale-leaseback transactions, Indenture limits 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 ability of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment of the principal, premium, if any, its Subsidiaries to restrict distributions 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 Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 21, 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 Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 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. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $250,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 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 Exchange Securities 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 Initial Securities and any Private Exchange Securities or Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional the Private Exchange Securities and the 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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company, the making payment of restricted payments, dividends on the sale Capital Stock of Restricted Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries; Investments; sales of assets and subsidiary stockRestricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or issuance of Preferred Stock of the Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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 principalprincipal of, premium, and 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 unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such Company's obligations under the Indenture 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 12June 30, 2004 (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 party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 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 are subject to all terms and provisions of in 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 CompanyIssuer. 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 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 limitations, among other things, on the incurrence ability of indebtedness, the making Issuer and the Restricted Subsidiaries to incur or guarantee additional debt; pay dividends on stock; redeem stock or redeem subordinated debt; make investments; create liens in favor of restricted payments, the sale of assets other senior debt 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 subordinated debt; enter into of agreements that restrict distribution dividends from restricted subsidiaries Restricted Subsidiaries; sell assets; enter into transactions with Affiliates; merge or consolidate and the consummation enter into different lines of mergers and consolidations. The Indenture also imposes requirements with respect to the provision business; provided, however, certain of financial information and the provision of guarantees of such limitations will no longer be in effect if (a) the Securities by certain subsidiariesreceive a rating of “BBB-” or higher from Standard & Poor’s Ratings Group (or its successors) and “Baa3” or higher from ▇▇▇▇▇’▇ Investors Service, Inc. (or its successors) and (b) no Default or Event of Default has occurred and is continuing under the Indenture. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) and Additional Interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future 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 124, 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 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 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 Initial Securities referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured NotesInitial Securities issued on the Issue Date, Series A, due 2010 any Additional Securities 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, in accordance with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) 2.16 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 the 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 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 Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 128, 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. §§ 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 Company limited to $200.0 million aggregate principal amount (subject to Section 2.9 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 Original Securities (also referred to as Initial Securities) 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 Private Exchange Securities and the Exchange Securities are 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 CollateralIndenture. The Indenture imposes certain limitations on on, among other things: the incurrence Incurrence of indebtednessLiens by the Company or its Subsidiaries, Sale and Lease-Back Transactions by the making of restricted paymentsCompany or its Subsidiaries, the consolidation, mergers and 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 subsidiariesCompany, and transactions 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 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. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $[_____], which may be issued the Securities under an Indenture indenture (herein called the "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”), by and among the Company, each of the Subsidiary Security Guarantors named in the Indenture (the "Security Guarantors") and [___________], as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Security Guarantors and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, 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 such terms. The Securities are secured senior obligations No reference herein to the Indenture and no provisions of this Security or of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under Indenture shall alter or impair 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 obligation of the Company that may be issued from time or any Security Guarantor, which is absolute and unconditional, to time under pay the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, if any, and interest (including post-filing on this Security at the times, place, and rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenturecurrency, 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 Indentureherein prescribed.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 10-3/8% Senior Notes due 2005, Series B (herein called the "Unrestricted Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture") dated as of March 12June 16, 2004 1997, by and between the Company and First Union National Bank, as trustee (as it may be amended or supplemented from time to time in accordance with herein called the terms thereof, "Trustee," which term includes any successor Trustee under the “Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Subsidiary Trustee, any Guarantors and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Unrestricted Securities (including the Exchange Securities), issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, 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 such terms. The Securities are secured senior obligations No reference herein to the Indenture and no provisions of this Security or of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under Indenture shall alter or impair 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 obligation of the Company that may be issued from time or any Guarantor, which is absolute and unconditional, to time under pay the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, if any, and interest (including post-filing on this Security at the times, place, and rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenturecurrency, 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 Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture indenture, dated as of March 12[__________], 2004 2001 (the "Indenture"), between the Company and The Bank of New York, not in its individual capacity but solely as it may be amended or supplemented from time Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms thereofupon which the Securities are, the “Indenture”)and are to be, among the Company, the Subsidiary Guarantors authenticated and the Trusteedelivered. 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) ("TIA") 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 Indentureto, and Securityholders qualified by, all such terms, certain of which are summarized herein, and Holders are referred to the Indenture and the Act TIA for a more complete statement of those such terms. The Securities are secured senior unsecured general obligations of the Company. The Company initially limited to $[_________] in aggregate principal amount, except for such additional principal amount of Securities that may be authenticated and delivered under the Indenture is unlimitedupon registration of transfer of, provided that the Net Cash Proceeds from any issuance or in lieu of Additional other Securities are invested in Additional Assets in accordance with pursuant to Sections 304, 305, 306, 906, 1108 and 1301 of the Indenture. This Security is one , PROVIDED that additional Securities of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The any series of Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued authenticated and delivered 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 authenticated and delivered thereunder at any time, having the Indenture subsequent to March 12same terms as, 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 (for all purposes under this Indenture) with, such previously authenticated and delivered Securities, PROVIDED further that such additional Securities shall be authenticated and delivered to the Trust in exchange for the issuance by the Trust of securities under additional Preferred Securities to holders of Existing Preferred Securities in exchange for Existing Preferred Securities tendered in an exchange offer. The Securities are subordinated in right of payment to all existing and future Senior Indebtedness of the Company. No reference herein to 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 no provision of financial information and the provision of guarantees this Security or of the Securities by certain subsidiaries. To guarantee Indenture shall alter or impair the due and punctual payment obligation of the principalCompany, premiumwhich is absolute and unconditional, to pay the principal of and interest and Additional Redemption Distributions, if any, on, this Security when due at the times, place and interest (including post-filing rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under currency, herein prescribed or to convert this Security as provided in the Indenture, . Capitalized terms used herein without definition shall have 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 meanings given 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 them in the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12November 19, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to an aggregate deemed issue price of $70,750,706 (which represents 101% of Accreted Value of the Old Senior Subordinated Notes exchanged in the Exchange Offer) and which will represent an aggregate principal amount as of the Scheduled Maturity Date of the 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 approximately $129,115,891 (subject to Section 2.7 of the Indenture). This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 Initial Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 issuance of indebtednessdebt by the Company, the making payment of restricted payments, dividends and other distributions and acquisitions or retirements of the sale of assets Company's Capital Stock and subsidiary stockSubordinated Obligations, 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, and its Restricted Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the Collateral Documents sale or transfer of assets and Subsidiary Stock, investments by the Intercreditor Agreement when Company, consolidations, mergers and as the same shall be due and payable, whether at maturity, by acceleration transfers of all or otherwise, according to the terms substantially all of the Securities Company's assets and the Indenturetransactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 26, 2004 1998 (as it such may be amended or supplemented from time to time in accordance with the terms thereoftime, the “"Indenture”"), among the Company, the Subsidiary Guarantors corporations acting as guarantors and named therein (the "Guarantors") and the U.S. Trust Company of Texas, N.A., as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.08 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 Securities 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 indebtednessadditional Indebtedness by the Company and its Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Subsidiaries and the redemption of restricted payments, Subordinated Indebtedness of the sale Company and its Subsidiaries; Investments; sales of assets and subsidiary stock, Subsidiary Capital Stock; certain transactions with Affiliates of 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 Company 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 right of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment its Subsidiaries to engage in unrelated lines 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 Indenturebusiness.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 26, 2004 1998 (as it such may be amended or supplemented from time to time in accordance with the terms thereoftime, the “"Indenture”"), among the Company, the Subsidiary Guarantors corporations acting as guarantors and named therein (the "Guarantors") and the U.S. Trust Company of Texas, N.A., as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.08 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 Securities 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 indebtednessadditional Indebtedness by the Company and its Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Subsidiaries and the redemption of restricted payments, Subordinated Indebtedness of the sale Company and its Subsidiaries; Investments; sales 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.Capital Stock; certain

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 11, 2004 1997 (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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $200,000,000 aggregate principal amount (subject to Section 2.07 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 SecuritiesCompany will not, Additional Securities and Exchange Securities will not permit any of its Subsidiaries to, create, incur or otherwise cause or suffer to exist or become effective any Liens of any kind upon any Principal Property or any shares of stock or indebtedness of any Subsidiary that owns or leases any Principal Property (whether such Principal Property, shares of stock or indebtedness are treated as a single class of securities now owned or hereafter acquired) unless all payments due under the Indenture and shall be the Securities are secured on an equal and ratable basis with the obligations so secured until such time as such obligation is no longer secured by first and second priority Liens and security interestsa Lien, subject to except for Permitted Liens. Neither the Company nor any Subsidiary will enter into any Sale and Leaseback Transaction with respect to any Principal Property unless either (a) the Company or such Subsidiary would be entitled, pursuant to the provisions of the Indenture, to incur Indebtedness secured by a Lien on the property to be leased without equally and ratably securing the Securities or (b) the Company, within 180 days after the effective date of such transaction, applies to the voluntary retirement of its funded debt an amount equal to the value of such transaction, defined as the greater of the net proceeds of the sale of the property leased in such transaction or the fair value, in the Collateralopinion of the Board of Directors, of the leased property at the time such transaction was entered into. The Indenture imposes certain Notwithstanding the foregoing limitations on the incurrence of indebtednessLiens and Sale and Leaseback Transaction, the making of restricted paymentsCompany and its Subsidiaries may issue, the sale of assets and subsidiary stockassume, 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 or guarantee Indebtedness secured 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, a Lien without securing the Securities, or may enter into Sale and Leaseback Transactions without retiring funded debt, or enter into a combination of such transactions, if the Collateral Documents sum of the principal amount of all such Indebtedness and the Intercreditor Agreement when aggregate value of all such Sale and as the same shall be due and payable, whether Leaseback Transactions does not at maturity, by acceleration or otherwise, according to the terms any time exceed 15% 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 Consolidated Net Tangible Assets of the IndentureCompany.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 1, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"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 Company limited to $44,612,000 aggregate principal amount at maturity (subject to Section 2.7 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 Initial Notes 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 any Exchange Notes and Private Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial SecuritiesNotes, Additional Securities the Exchange Notes and the Private 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. EA-3 110 The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company 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, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, transactions with Affiliates, the making Incurrence 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 Liens by the Company under the Indentureand its Restricted Subsidiaries and Sale/Leaseback Transactions. In addition, the Securities, Indenture limits 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 ability of the Securities Company and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (its Restricted Subsidiaries to restrict distributions 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 Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an the Third Supplemental Indenture dated as of March 12June 1, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Supplemental Indenture”), among the Company, the Subsidiary Guarantors and the TrusteeTrustee to the Senior Indenture dated as of December 15, 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture” and, as amended and supplemented by the Supplemental Indenture, the “Indenture”). For the sake of clarity, each reference to the Indenture shall mean the Original Indenture as amended by the Supplemental Indenture, and future amendments and supplements, the provisions of which relate to the Securities and not future issuances of debt securities under the Original Indenture other than these Securities. 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 Holders 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 Company initially issued in 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 Collateral200,000,000. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making payment of restricted paymentsdividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, Investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the incurrence of certain liens, sale-leaseback transactions, Indenture limits 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 ability of the Securities by certain subsidiariesCompany and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee (i) the due full and punctual payment of the principalprincipal of, and premium, if any, and interest (including post-filing or post-petition interest) on the Securities when due, whether at Stated Maturity, by acceleration, by redemption, by required repurchase or otherwise, and all other amounts payable by monetary obligations of the Company under the Indenture, Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities, the Collateral Documents each Subsidiary Guarantor has unconditionally 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 irrevocably guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture. The Subsidiary Guarantees shall be unsecured senior subordinated obligations of each Subsidiary Guarantor, ranking pari passu with all other existing and future senior subordinated indebtedness of such Subsidiary Guarantor.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 13, 2004 1997 and First Supplemental Indenture dated June 24, 1999 (as it may be amended or supplemented from time to time in accordance the "First Supplemental Indenture," and together with the terms thereofIndenture dated as of August 13, 1997, the “"Indenture”"), among between the Company, the Subsidiary Guarantors Company and the Trustee. This Security is one of a duly authorized issue of Initial Additional Securities (as defined in the Indenture) of the Company designated as its 10 5/8% Senior Subordinated Notes due 2004. The Securities include the Initial Additional Securities and the Exchange Additional Securities (as defined in the Indenture), issued in exchange for the Initial Additional Securities pursuant to the Additional Securities Registration Rights Agreement. The Initial Additional Securities, the Exchange Additional Securities and the Original Securities (as defined in the Indenture) are treated as a single class of securities under, and constitute Securities under, the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated Any conflict between this Security and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in will be governed by the Indenture. The Securities include (i) are unsecured senior subordinated obligations of the Company limited to $162,000,000 250,000,000 aggregate principal amount (subject to Section 2.7 of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”Indenture), (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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and subsidiary Subsidiary stock, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale investments of capital stock the Company and its Restricted Subsidiaries, consolidations, mergers and transfers of restricted subsidiariesall or substantially all the assets of the Company, and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by Company and certain subsidiaries. To guarantee the due of its Subsidiaries to restrict distributions 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 Indenturedividends from Restricted Subsidiaries.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12August 30, 2004 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuer, the Subsidiary Hanover Guarantors and the TrusteeTrustee and a Participation Agreement dated as of August 30, 2001 (the "Participation Agreement") among the Issuer, the Lessee, the Certificate Holders named therein, the Hanover Guarantors, the Trustee and Wilmington Trust Company. The terms of the Securities include those stated in the Indenture and the Participation Agreement 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 senior obligations of the Company. The Issuer limited to $250 million aggregate principal amount (subject to Section 2.2 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 Original Securities (also referred to as Initial Securities) 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 and the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are 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 CollateralIndenture. The Indenture imposes and the Participation Agreement impose certain limitations on on, among other things: the incurrence Incurrence of indebtednessIndebtedness by the Issuer or Hanover or its Restricted Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of Hanover, the Incurrence of Liens by the Issuer or Hanover or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries of Hanover, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries of Hanover, the sale business activities and investments of capital stock the Issuer mergers and consolidation of restricted subsidiariesHanover, and transactions with Affiliates of Hanover and its Restricted Subsidiaries. In addition, the making Participation Agreement limits the ability of payments for consents, the entering into of agreements that Hanover and its Restricted Subsidiaries to 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 Issuer under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Hanover Guarantors will have unconditionally guaranteed guaranteed, upon the release of escrowed funds pursuant to an Escrow Agreement, dated as of August 30, 2001 (the "Escrow Agreement"), among the Issuer, Hanover Equipment Trust 2001A and Wilmington Trust Company, as escrow agent, (and future guarantorsHanover Guarantors, together with the Subsidiary Hanover Guarantors, will unconditionally Guarantee), guarantee) jointly and severally, upon the occurrence of and during a Lease Event of Default, such obligations on a senior, secured senior subordinated basis pursuant to the terms of a Guarantee, to be dated as of the Indenturedate the escrowed funds are released pursuant to the Escrow Agreement, by the Hanover Guarantors.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 1, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Initial Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007, Series C (the "Initial Securities"). The Securities include the Initial Securities and the Exchange Securities. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated Any conflict between this Security and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in will be governed by the Indenture. The Securities include are unsecured senior subordinated obligations of the Company limited to $250,000,000 aggregate principal amount (subject to Section 2.7 of the Indenture); provided, however, that (i) no more than $162,000,000 90,000,000 in aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Exchange Securities may be authenticated in exchange for up to $90,000,000 of aggregate principal amount of Initial Securities”), and no more than (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if 160,000,000 in Exchange Securities shall be reserved and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture authenticated in exchange for Initial Securities or Additional Securities in an offer registered under up to $160,000,000 of the Securities Act as provided in any registration rights agreements (herein called “Exchange Series A/B Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and subsidiary Subsidiary stock, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale investments of capital stock the Company and its Restricted Subsidiaries, consolidations, mergers and transfers of restricted subsidiariesall or substantially all the assets of the Company, and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by Company and certain subsidiariesof its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumpremium and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 1219, 2004 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Initial Securities of the Company designated as its 12% Senior Subordinated Notes due 2009 (the "Initial Securities"). The Securities include the Initial Securities, the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Rights Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated Any conflict between this Security and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in will be governed by the Indenture. The Securities include are unsecured senior subordinated obligations of the Company limited to $150,000,000 aggregate principal amount (i) subject to Section 2.7 of the Indenture), A-7 $162,000,000 100,000,000 aggregate principal amount of which was issued on 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 CollateralIssue Date. The Indenture imposes certain limitations on the incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and subsidiary Subsidiary stock, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale investments of capital stock the Company and the Restricted Subsidiaries, consolidations, mergers and transfers of restricted subsidiariesall or substantially all the assets of the Company, and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by Company and certain subsidiariesof its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumpremium and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured SENIOR SUBORDINATED basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12February 10, 2004 1997 (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 subordinated obligations of the Company. The Company limited to $100 million aggregate principal amount (subject to Section 2.7 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 Initial Notes 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 any Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Notes and the 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 Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Subsidiaries, 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 consentsthe Company and its Subsidiaries to restrict distributions and dividends from Subsidiaries. In addition, the entering Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect a supplement to the provision Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, 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 basis pursuant to the terms of the Indenture.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 7 7/8% Senior Notes due 2005, Series A (herein called the "Initial Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $525,000,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture") dated as of March 12June 9, 2004 1998, by and among the Company and The Bank of New York, as trustee (as it may be amended or supplemented from time to time in accordance with herein called the terms thereof, "Trustee," which term includes any successor Trustee under the “Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Exchange Securities, issued in exchange for the Initial Securites pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, 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 such terms. The Securities are secured senior obligations No reference herein to the Indenture and no provisions of this Security or of the Indenture shall alter or impair the obligation of the Company. The aggregate , which is absolute and unconditional, to pay the 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 principalof, premium, if any, and interest (including post-filing on this Security at the times, place, and rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenturecurrency, 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 Indentureherein prescribed.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12August 18, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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 (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 subordinated obligations of the Company. The Company limited to $175 million aggregate principal amount (subject to Section 310 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% Senior Secured Notes, Series A, due 2010 Exchange Notes referred to in the Indenture. The Securities Notes 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 any Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Notes and the Exchange Securities Notes are treated as a single class of securities 40 40 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 Restricted Subsidiaries, the making payment of restricted paymentsdividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the incurrence of certain liens, sale-leaseback transactions, Indenture limits 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 ability of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment of the principal, premium, if any, its Subsidiaries to restrict distributions 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 Indenturedividends from Restricted Subsidiaries.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $[_____], which may be issued the Securities under an Indenture indenture (herein called the "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”), by and among the Company, each of the Subsidiary Security Guarantors named in the Indenture (the "Security Guarantors") and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Security Guarantors and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, 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 such terms. The Securities are secured senior obligations No reference herein to the Indenture and no provisions of this Security or of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under Indenture shall alter or impair 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 obligation of the Company that may be issued from time or any Security Guarantor, which is absolute and unconditional, to time under pay the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, if any, and interest (including post-filing on this Security at the times, place, and rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenturecurrency, 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 Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 15, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Initial Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007 (the "Initial Securities"). The Securities include the Initial Securities, the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below, issued in exchange for the Initial Securities pursuant to the Registration Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section. 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated Any conflict between this Security and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in will be governed by the Indenture. The Securities include (i) are unsecured senior subordinated obligations of the Company limited to $162,000,000 160,000,000 aggregate principal amount (subject to Section 2.7 of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”Indenture), (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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and subsidiary Subsidiary stock, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale investments of capital stock the Company and its Restricted Subsidiaries, consolidations, mergers and transfers of restricted subsidiariesall or substantially all the assets of the Company, and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by Company and certain subsidiariesof its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumpremium and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12October 4, 2004 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"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 Holders 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 Company limited to $500.0 million aggregate principal amount (subject to Section 2.9 of Securities that the Indenture) which may be authenticated and delivered issued from time to time 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 Original Securities (also referred to as Initial Securities) 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 Private Exchange Securities and the Exchange Securities are 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 CollateralIndenture. The Indenture imposes certain limitations on on, among other things: the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, 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 of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment of the principal, premium, if any, its Restricted Subsidiaries to restrict distributions 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 Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 1219, 2004 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Unrestricted Securities of the Company designated as its 12% Senior Subordinated Notes due 2009 (the "Unrestricted Securities"). The Securities include the 12% Senior Subordinated Notes due 2009 (the "Initial Securities"), the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Rights Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated Any conflict between this Security and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in will be governed by the Indenture. The Securities include (i) are unsecured senior subordinated obligations of the Company limited to $162,000,000 150,000,000 aggregate principal amount (subject to Section 2.7 of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”Indenture), (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 indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and subsidiary Subsidiary stock, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale investments of capital stock the Company and Restricted Subsidiaries, consolidations, mergers and transfers of restricted subsidiariesall or substantially all the assets of the Company, and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by Company and certain subsidiariesof its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumpremium and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured SENIOR SUBORDINATED basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 12August 30, 2004 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuer, the Subsidiary Hanover Guarantors and the Trustee, and a Participation Agreement dated as of August 30, 2001 (the "Participation Agreement") among the Issuer, the Lessee, the Certificate Holders named therein, the Hanover Guarantors, the Trustee and Wilmington Trust Company. The terms of the Securities include those stated in the Indenture and the Participation Agreement 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 senior obligations of the Company. The Issuer limited to $300 million aggregate principal amount (subject to Section 2.2 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 Original Securities (also referred to as Initial Securities) 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 and the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are 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 CollateralIndenture. The Indenture imposes and the Participation Agreement impose certain limitations on on, among other things: the incurrence Incurrence of indebtednessIndebtedness by the Issuer or Hanover or its Restricted Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of Hanover, the Incurrence of Liens by the Issuer or Hanover or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries of Hanover, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries of Hanover, the sale business activities and investments of capital stock the Issuer, mergers and consolidation of restricted subsidiariesHanover, and transactions with Affiliates of Hanover and its Restricted Subsidiaries. In addition, the making Participation Agreement limits the ability of payments for consents, the entering into of agreements that Hanover and its Restricted Subsidiaries to 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 Issuer under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Hanover Guarantors will have unconditionally guaranteed guaranteed, upon the release of escrowed funds pursuant to an Escrow Agreement, dated as of August 30, 2001 (the "Escrow Agreement"), among the Issuer, Hanover Equipment Trust 2001B and Wilmington Trust Company, as escrow agent, (and future guarantorsHanover Guarantors, together with the Subsidiary Hanover Guarantors, will unconditionally Guarantee), guarantee) jointly and severally, upon the occurrence of and during a Lease Event of Default, such obligations on a senior, secured senior subordinated basis pursuant to the terms of a Guarantee, to be dated as of the Indenturedate the escrowed funds are released pursuant to the Escrow Agreement, by the Hanover Guarantors.

Indenture. The Company issued the Securities under an Indenture dated as of March 1215, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”"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”"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 Company limited to $200.0 million aggregate principal amount (subject to Section 2.9 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 the Exchange Securities are 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 CollateralIndenture. The Indenture imposes certain limitations on on, among other things: the incurrence Incurrence of indebtednessDebt by the Company and its Restricted Subsidiaries, the making purchase or redemption of restricted paymentscapital stock of the Company, the sale certain purchases or redemptions of assets and subsidiary stockSubordinated Debt, the incurrence of certain liens, sale-leaseback transactionsLiens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and capital stock of Restricted Subsidiaries, the issuance or sale of capital stock of restricted subsidiariesRestricted Subsidiaries, the making business activities and investments of payments for consentsthe Company and its Restricted Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the entering into of agreements that restrict distribution from restricted subsidiaries and Indenture limits the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries to restrict distributions and dividends from 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 under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 3, 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 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 Original Securities (also referred to as Initial Securities) referred to in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured NotesInitial Securities issued on the Issue Date, Series A, due 2010 any Additional Securities 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, in accordance with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) 2.16 of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be Exchange Securities issued from time to time under the Indenture in exchange for the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Private Exchange Securities, Additional Securities and the Exchange Securities are 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 CollateralIndenture. The Indenture imposes certain limitations on on, among other things: the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, 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 of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 12December 17, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured unsecured senior subordinated obligations of the Company. The Company limited to $55,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Initial Securities 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 Initial Securities and any Exchange Securities and Private Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional the Exchange Securities and the Private 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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Restricted Subsidiaries and the redemption of restricted payments, certain Subordinated Obligations of the sale Company and its Restricted Subsidiaries; Investments; sales of assets and subsidiary stockRestricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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, premiumprincipal and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such Company's obligations under the Indenture on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of March May 12, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), by and among the Company, the Subsidiary Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 6 1/2% Senior Subordinated Notes due 2013, Series B, which may be issued under the Indenture. Subject to compliance with Section 4.04 of the Indenture, the Company shall be entitled to issue Additional Securities pursuant to Section 2.17 of the Indenture. The Securities include the Initial Securities (as defined in the Indenture), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined in the Indenture). All Securities issued under the Indenture are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities 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 are secured senior general unsecured 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 subordinated in Additional Assets in accordance with the Indenture. This Security is one right of payment to all existing and future Senior Indebtedness of the 9¾% Senior Secured Notes, Series A, due 2010 referred Company to the extent and in the manner provided 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 maturityEach Holder, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints 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, Trustee as attorney-in-fact for such obligations on a senior, secured basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company issued the Securities under an Indenture dated as of March 12May 21, 2004 1997 (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 subordinated obligations of the Company. The Company limited to $120 million aggregate principal amount (subject to Section 2.7 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 Initial Notes 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 any Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Notes and the 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 Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Subsidiaries, 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 consentsthe Company and its Subsidiaries to restrict distributions and dividends from Subsidiaries. In addition, the entering Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect a supplement to the provision Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, 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 basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12July 20, 2004 1998 (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. §§ ss.ss. 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 CompanyCompany limited to $100.0 million aggregate principal amount (subject to SECTION 2.9 of the Indenture). The aggregate principal amount of Securities that notes which may be authenticated and delivered under the Indenture Indenture, including the Securities, is unlimited, provided that the Net Cash Proceeds from any issuance limited to $100.0 million (subject to SECTION 2.9 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 Initial Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 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 Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Series A Convertible Debentures under an Indenture dated as of March 12August 10, 2004 1998 between the Company and the Trustee as supplemented by the first Supplemental Indenture dated as of August 10, 1998 between the Company and the Trustee (said Indenture, as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the “"Indenture”"), among . This Series A Convertible D▇▇▇▇- ture is one of an issue of Securities of the Company, Company issued under the Subsidiary Guarantors and the TrusteeIndenture. The terms of the Securities Series A Convertible Debentures include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ U.S. Code s▇.▇▇. 77aaa-77bbbb) as in effect on the date of amended from time to time. The Series A Convertible Debentures are subject to all such terms, and Series A Convertible Debentureholders are referred to the Indenture (the “Act”)and such Act for a statement of them. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto set forth in the Indenture. The Securities Series A Convertible Debentures are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company subordinated in right of payment to all Senior and Subordinated Debt of the Company, limited in aggregate principal amount to $150,000,000; provided, however, that in the event the Company sells any Series A Convertible Debentures pursuant to the over-allotment option (the "Over-Allotment Option") granted pursuant to the Underwriting Agreement dated August 4, 1998 between the Company, S▇▇▇▇ ▇▇▇▇▇▇ Inc., J.▇. The ▇▇▇▇▇▇ Securities Inc., D▇▇▇▇▇▇▇▇, Lufkin & J▇▇▇▇▇▇▇ Securities Corporation, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated, PaineWebber Incorporated and C.▇. ▇▇▇▇▇▇▇▇▇, Towbin, then the Trustee shall authenticate and deliver Series A Convertible Debentures for original issue in an aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred $150,000,000 plus up to in the Indenture. The Securities include (i) $162,000,000 22,500,000 aggregate principal amount of Series A Convertible Debentures sold pursuant to the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under Over-Allotment Option. The Indenture limits the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 ability of the Company that may be issued from time and its Subsidiaries to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) incur additional tiers of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenturejunior subordinated Debt.

Indenture. The Company issued the Securities under an Indenture dated as of March 12April 1, 2004 1997 (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 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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured unsecured senior subordinated obligations of the Company. The Company limited to $130,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 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 Exchange Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $100,000,000. The Securities include (i) the Initial Securities, any Exchange Securities issued in exchange for the Initial Securities and up to $162,000,000 30,000,000 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 securities 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”)Indenture. The Initial Securities, Additional the Exchange Securities and Exchange Securities such 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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Restricted Subsidiaries and the redemption of restricted payments, certain Subordinated Obligations of the sale Company and its Restricted Subsidiaries; Investments; sales of assets and subsidiary stockRestricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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, premiumprincipal and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12February 21, 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 guarantors party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 77aaa-77bbbb) as in effect on the B-3 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 Company limited to $160.0 million aggregate principal amount (subject to Section 2.9 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 Exchange Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and the Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, 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 Indebtedness, the sale Incurrence of assets and subsidiary stock, Liens by the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consentsCompany or its Restricted Subsidiaries, the entering into of agreements that restrict distribution from restricted subsidiaries Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the consummation issuance or sale of mergers Capital Stock of Restricted Subsidiaries, the business activities and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees investments of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from 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 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 guarantorsGuarantors, 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 UNIFI COMMUNICATIONS, INC., a Delaware corporation --------- (the "Company"), issued the Securities (as defined below) under an Indenture Indenture, dated as of March 12February 21, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among between the CompanyCompany and Fleet National Bank, a national banking association, as trustee (herein called 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 ," which term includes any successor Trustee under the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture). This Security is one of a duly authorized issue of Initial Securities of the 9¾% Company designated as its 14% Senior Secured Notes, Series A, Notes due 2010 referred 2004 (the "Initial Securities"). The Securities are limited (except as otherwise provided in the Indenture) in aggregate principal amount to $175,000,000. The Securities include the Initial Securities and the Exchange Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Indenture. The Securities include (i) $162,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 21, 2007 (the “2007 Notes”), (iii) $40,000,000 aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on July 2, 2008 (the “2008 Notes”), (iv) if and when issued, additional 9¾% Senior Secured Notes, Series A, due 2010 or 9¾% Senior Secured Notes, Series B, due 2010 of the Company that may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under and the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture, to which Indenture and shall be secured by first all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and second priority Liens immunities thereunder of the Company, the Trustee and security intereststhe Holders of the Securities, subject and of the terms upon which the Securities are, and are to Permitted Liensbe, authenticated and delivered. All capitalized terms used in this Security which are defined in the CollateralIndenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. 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 No reference herein to the provision Indenture and no provisions of financial information and the provision of guarantees this Security or of the Securities by certain subsidiaries. To guarantee Indenture shall alter or impair the due and punctual payment obligation of the principalCompany, which is absolute and unconditional, to pay the principal of, premium, if any, and interest (including post-filing on this Security at the times, place and rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenturecurrency, 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 Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of March 12April 30, 2004 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among by and between the Company, the Subsidiary Guarantors Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 5/8% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $100,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 'SS''SS' 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, 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 termsthem. The Securities are secured senior general unsecured 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 subordinated in Additional Assets in accordance with the Indenture. This Security is one right of payment to all Senior Indebtedness of the 9¾% Senior Secured Notes, Series A, due 2010 referred Company to the extent and in the manner provided in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount Each Holder 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 maturitySecurity, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints 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, Trustee as attorney-in-fact for such obligations on a senior, secured basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December , 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, certain of the Company's subsidiaries signatory thereto (the "Subsidiary Guarantors 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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured unsecured senior subordinated obligations of the Company. The Company limited to $130,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Restricted Subsidiaries; the redemption of restricted payments, certain Subordinated Obligations of the sale Company and its Restricted Subsidiaries; sales of assets and subsidiary stockRestricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and consolidations, mergers and transfers of all or substantially all the Company's or a Restricted Subsidiary's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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, premiumprincipal and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 22, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, certain of the Company's subsidiaries signatory thereto (the "Subsidiary Guarantors 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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured unsecured senior obligations of the Company. The Company limited to $145,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Restricted Subsidiaries; the redemption of restricted payments, certain Subordinated Obligations of the sale Company and its Restricted Subsidiaries; sales of assets and subsidiary stockRestricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and consolidations, mergers and transfers of all or substantially all the Company's or a Restricted Subsidiary's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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, premiumprincipal and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12September 26, 2004 1997 (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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured unsecured senior subordinated obligations of the Company. The Company limited to $140,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Exchange Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Restricted Subsidiaries and the redemption of restricted payments, certain Subordinated Obligations of the sale Company and its Restricted Subsidiaries; Investments; sales of assets and subsidiary stockCapital Stock of Restricted Subsidiaries; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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 November 12, 2004 1999 (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 subordinated obligations of the Company. The Company limited to $200.0 million aggregate principal amount (subject to Section 2.9 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 Original Securities (also referred to as Initial Securities) 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 Private Exchange Securities and the Exchange Securities are 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 CollateralIndenture. The Indenture imposes certain limitations on on, among other things: the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, 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 of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 Indenture, dated as of March 12November 2, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), by and among the Company, the Subsidiary Guarantors Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 11% Senior Subordinated Notes due 2007, Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $125,000,000, which may be issued under the Indenture. The Securities include the % Senior Subordinated Notes due 2007, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, 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 termsthem. The Securities are secured senior general unsecured 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 subordinated in Additional Assets in accordance with the Indenture. This Security is one right of payment to all Senior Indebtedness of the 9¾% Senior Secured Notes, Series A, due 2010 referred Company to the extent and in the manner provided in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount Each Holder 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 maturitySecurity, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints 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, Trustee as attorney-in-fact for such obligations on a senior, secured basis pursuant to the terms of the Indenturepurpose.

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 thereoftime, the “Indenture”), among the Company, the Subsidiary Guarantors from time to time party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”), as amended from time to time. Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Prior to the Escrow Release Date, the Securities are will be senior secured senior obligations of the CompanyEscrow Issuer, secured only by the Escrow Funds. On and after the Escrow Release Date, the Securities will be general unsecured obligations of California Lyon. The aggregate principal amount Company shall be entitled, subject to its compliance with Section 4.03 of Securities that may be authenticated and delivered under the Indenture is unlimitedIndenture, provided that the Net Cash Proceeds from any issuance of to issue Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one pursuant to Section 2.13 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 issued on the Securities Act as provided in Issue Date, any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and all Exchange Securities are or Private Exchange Securities issued in exchange therefor will be treated as a single class of securities for all purposes under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness or issue certain limitations on the incurrence equity interests; pay dividends or distributions on, or redeem or repurchase capital stock; make certain investments; engage in transactions with affiliates; incur liens; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of indebtednesssubsidiaries; consolidate, the making merge or transfer all or substantially all of restricted payments, the sale of its assets and subsidiary stock, the incurrence assets of certain liens, sale-leaseback transactions, the sale of capital stock of restricted its subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries ; and the consummation of mergers and consolidationscreate unrestricted subsidiaries. The Indenture also imposes requirements with respect contains covenants that limit the activities of the Escrow Issuer prior to the provision of financial information Escrow Merger. These covenants are subject to important exceptions 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 Indenturequalifications.

Indenture. The Company issued the Securities under an Indenture dated as of March 12September 26, 2004 1997 (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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured unsecured senior subordinated obligations of the Company. The Company limited to $140,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Initial Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Restricted Subsidiaries and the redemption of restricted payments, certain Subordinated Obligations of the sale Company and its Restricted Subsidiaries; Investments; sales of assets and subsidiary stockCapital Stock of Restricted Subsidiaries; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the incurrence of Indenture prohibits certain liens, sale-leaseback transactionsrestrictions on distributions and dividends from Restricted Subsidiaries. 119 9 5. Optional Redemption ------------------- Except as set forth in the next paragraph, the sale of capital stock of restricted subsidiariesSecurities may not be redeemed prior to October 1, 2002. On and after that date, the making Company may redeem the Securities in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of payments for consentsprincipal amount), plus accrued interest (if any) to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of redemption), if redeemed during the 12-month period beginning on or after October 1 of the years set forth below: Redemption Period Price ------ ---------- 2002......................................................... 104.313% 2003......................................................... 102.875% 2004......................................................... 101.438% 2005 and thereafter.......................................... 100.000% Notwithstanding the foregoing, at any time prior to October 1, 2000, the entering into Company may redeem in the aggregate up to 33_% of agreements that restrict distribution from restricted subsidiaries the original aggregate principal amount of Securities with the proceeds of one or more Public Equity Offerings by the Company following which there is a Public Market at a redemption price (expressed as a percentage of principal amount) of 108.625% plus accrued and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect unpaid interest (if any) to the provision redemption date (subject to the right of financial information and Holders of record on the provision relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of guarantees redemption); PROVIDED, HOWEVER, that at least 66_% of the original aggregate principal amount 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, must remain outstanding after each such obligations on a senior, secured basis pursuant to the terms of the Indentureredemption.

Indenture. The Company issued the Securities under an Indenture dated as of March 12July 24, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), "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 1939, as amended (15 U.S.C. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the such Act for a statement of those such terms. The Securities are secured senior general unsecured obligations of the CompanyCompany equal in an aggregate principal amount to $150,000,000 and will mature on August 1, 2008. The Securities are general unsecured senior subordinated obligations of the Company limited to $150,000,000 million aggregate principal amount (subject to Section 2.7 of the Indenture). The aggregate principal amount of Securities that notes which may be authenticated and delivered under the Indenture Indenture, including the Securities, is unlimited, provided that the Net Cash Proceeds from any issuance limited to $300.0 million (subject to Section 2.7 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 Initial Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 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 Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale Investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 12May 6, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $125.0 million aggregate principal amount at any one time outstanding (subject to Section 2.7 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 Initial Securities 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 Initial Securities and any Exchange Securities 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 the 6 121 Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 issuance of indebtednessdebt by the Company, the making payment of restricted payments, dividends and other distributions and acquisitions or retirements of the sale of assets Company's Capital Stock and subsidiary stockSubordinated Obligations, 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, and its Restricted Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the Collateral Documents sale or transfer of assets and Subsidiary Stock, investments by the Intercreditor Agreement when Company, consolidations, mergers and as the same shall be due and payable, whether at maturity, by acceleration transfers of all or otherwise, according to the terms substantially all of the Securities Company's assets and the Indenturetransactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12May 19, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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 CompanyCompany limited to $300.0 million aggregate principal amount (subject to Section 2.6, Section 2.9, Section 2.11, Section 5.8 and Section 9.5 of the Indenture), of which $200.0 million in aggregate principal amount will be initially issued on the Issue Date. The Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100.0 million 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 IndentureSubsequent Series Notes. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 Original Securities 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 Private Exchange Securities and the Exchange Securities are 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 CollateralIndenture. 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 Incurrence of assets and subsidiary stock, Liens by the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consentsCompany or its Restricted Subsidiaries, the entering into Sale/Leaseback Transactions by the Company or its Restricted Subsidiaries, the sale or transfer of agreements that restrict distribution from restricted subsidiaries assets and Capital Stock of Restricted Subsidiaries, the consummation issuance or sale of mergers Capital Stock of Restricted Subsidiaries, the business activities and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees investments of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 12April 20, 2004 1999 (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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The aggregate principal amount Payment on each Security is guaranteed on a senior subordinated basis by the Subsidiary Guarantors pursuant to Article XI 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 To the extent 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 conflict between the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (applicable terms of the Indenture shall govern. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis all Exchange Securities or Private Exchange Securities issued pursuant to the terms Indenture will be treated as a single class for all purposes under the Indenture. The Indenture contains certain covenants that, among other things will limit the ability of the IndentureCompany and certain of its subsidiaries to (i) incur additional indebtedness, (ii) pay dividends or distributions on, or redeem or repurchase, the Company's capital stock, (iii) make investments, (iv) engage in transactions with affiliates, (v) create liens on the Company's assets to secure certain debt, (vi) transfer or sell assets, (vii) guarantee indebtedness, (viii) make dividend or other payments, (ix) consolidate, merge or transfer all or substantially all of the Company's assets and the assets of its subsidiaries and (x) engage in unrelated business. These covenants, however, are subject to important exceptions and qualifications.

Indenture. The Company issued the Securities under an Indenture dated as of March 12May 6, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $125.0 million aggregate principal amount at any one time outstanding (subject to Section 2.7 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 Exchange Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 issuance of indebtednessdebt by the Company, the making payment of restricted payments, dividends and other distributions and acquisitions or retirements of the sale of assets Company's Capital Stock and subsidiary stockSubordinated Obligations, 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, and its Restricted Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the Collateral Documents sale or transfer of assets and Subsidiary Stock, investments by the Intercreditor Agreement when Company, consolidations, mergers and as the same shall be due and payable, whether at maturity, by acceleration transfers of all or otherwise, according to the terms substantially all of the Securities Company's assets and the Indenturetransactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 1224, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.7 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 Exchange Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 issuance of indebtednessdebt by the Company, the making payment of restricted payments, dividends and other distributions and acquisitions or retirements of the sale of assets Company's Capital Stock and subsidiary stockSubordinated Obligations, 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, and its Restricted Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the Collateral Documents sale or transfer of assets and Subsidiary Stock, investments by the Intercreditor Agreement when Company, consolidations, mergers and as the same shall be due and payable, whether at maturity, by acceleration transfers of all or otherwise, according to the terms substantially all of the Securities Company's assets and the Indenturetransactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 1217, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ section 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 that will rank pari passu in right of payment to all existing and future senior indebtedness of the Company (including the Revolving Credit Facility) and senior to all existing and future subordinated indebtedness of the Company. The , limited to $174,000,000 aggregate principal amount (subject to Section 2.9 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 Initial Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the Exchange Securities are treated treated, for all purposes, 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 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 Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment of the principal, premium, if any, its Restricted Subsidiaries to restrict distributions 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 Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 17, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 109 The Securities are secured unsecured senior subordinated obligations of the Company. The Company limited to $55,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Initial Securities 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 Initial Securities and any Exchange Securities and Private Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional the Exchange Securities and the Private 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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Restricted Subsidiaries and the redemption of restricted payments, certain Subordinated Obligations of the sale Company and its Restricted Subsidiaries; Investments; sales of assets and subsidiary stockRestricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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, premiumprincipal and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such Company's obligations under the Indenture 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 12July 25, 2004 1997 (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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $150,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Exchange Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 issuance of indebtednessdebt by the Company and its Restricted Subsidiaries, the making payment of restricted paymentsdividends and other distributions on, and acquisitions or retirements of, the Capital Stock and Subordinated Obligations of the Company and its Restricted Subsidiaries, the incurrence by the Company and its Restricted Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and subsidiary stockstock of Restricted Subsidiaries of the Company, investments by the Company and its Restricted Subsidiaries, the incurrence lines of certain liensbusiness in which the Company and its Restricted Subsidiaries may operate, sale-leaseback transactionsconsolidations, mergers and transfers of all or substantially all of the Company's property and assets and transactions with Affiliates. In addition, the sale Indenture limits the ability of capital stock the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and to sell or issue the 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 consolidationsRestricted Subsidiaries. The Indenture also imposes requirements certain obligations 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 IndentureAdditional Amounts.

Indenture. The Company issued the Securities under an Indenture Inden ture dated as of March 1227, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, certain of the Company's subsidiaries party thereto (collectively, the "Subsidiary Guarantors 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▇▇.▇▇. 77aaa- 77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured unsecured senior subordinated obligations of the Company. The Company limited to $125,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Initial Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 restrictions on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Restricted Subsidiaries and the redemption of restricted payments, certain Subordinated Obligations of the Company and its Restricted Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale of assets Capital Stock of the Restricted Subsidiaries; the creation of Secured Indebtedness; the lines of business in which the Company and subsidiary stockits Restricted Subsidiaries may operate; Sale/Leaseback Transactions and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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, premiumprincipal and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 6, 2004 1997 (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 92 2 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 Company limited to $300.0 million aggregate principal amount (subject to Section 2.7 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 Exchange Notes 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 any Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Notes and the 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 certain of 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, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Subsidiaries, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment of the principal, premium, if any, its Subsidiaries to restrict distributions 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 Indenturedividends from Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12February 21, 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 guarantors party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 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 Company limited to $160.0 million aggregate principal amount (subject to Section 2.9 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 Initial Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and the Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, 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 Indebtedness, the sale Incurrence of assets and subsidiary stock, Liens by the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consentsCompany or its Restricted Subsidiaries, the entering into of agreements that restrict distribution from restricted subsidiaries Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the consummation issuance or sale of mergers Capital Stock of Restricted Subsidiaries, the business activities and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees investments of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 guarantorsGuarantors, 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 12February 13, 2004 1998 (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-77bbbbss.s▇. ▇▇aaa-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 Company limited to $76.0 million aggregate principal amount (subject to Section 2.9 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 Initial Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 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 Indebtedness, the sale Incurrence of assets and subsidiary stock, Liens by the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consentsCompany or its Restricted Subsidiaries, 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 Sale/Leaseback transactions by the Company under the Indentureor its Restricted Subsidiaries, the Securitiessale or transfer of assets and Capital Stock of Restricted Subsidiaries, the Collateral Documents issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities 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 investments of the Securities Company and the Indentureits Restricted Subsidiaries and, transactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities Senior Secured Notes under an --------- Indenture dated as of March 12December 17, 2004 1996 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”), ") among the Company, the Subsidiary Guarantors Continental Plastic Containers, Inc. ("CPC"), Continental Caribbean Containers, Inc. ("Caribbean") and the Trustee. This Senior Secured Note is one of an issue of Senior Secured Notes of the Company issued, or to be issued, under the Indenture. The terms of the Securities Senior Secured Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ U.S. Code Sections 77aaa-77bbbb) ), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indentureamended from time to time. The Securities Senior Secured Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the such Act for a statement of those termsthem. The Securities are secured senior obligations of Capitalized and certain other terms used herein and not otherwise defined have the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested meanings set forth in Additional Assets in accordance with the Indenture. This Security Senior Secured Note is one of a duly authorized issue of Exchange Notes of the 9¾% Company designated as its 10% Senior Secured NotesNotes due 2006, Series A, due 2010 referred to B. The Senior Secured Notes are secured obligations of the Company limited 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) to $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 Collateral125,000,000. The Indenture imposes certain limitations on the incurrence of indebtednesslimits, the making of restricted payments, the sale of assets and subsidiary stockamong other things, the incurrence of certain liensIndebtedness by the Company and its Subsidiaries; Sale-Leaseback Transactions by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, sale-leaseback transactionsredemptions, and other acquisitions or retirements of Capital Stock of the sale of capital stock of restricted subsidiaries, Company and its Subsidiaries; transactions by the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries Company and its Subsidiaries with their respective Affiliates; and the consummation ability of mergers and consolidationsthe Company or any of its Subsidiaries to merge with or into another entity. The Indenture also imposes requirements requires each Guarantor to comply with respect each of the covenants that impose restrictions on such Guarantor. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) Trustee quarterly on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together compliance with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of limitations contained in the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 1218, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the “"Indenture”"), among between the Company, the Subsidiary Guarantors Day International, Inc., and the Trustee. The terms of the Securities include those stated in the 110 119 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”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $115.0 million aggregate principal amount at any one time outstanding (subject to Section 2.9 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 Initial Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 issuance of indebtednessdebt by the Company, the making payment of restricted payments, dividends and other distributions and acquisitions or retirements of the sale of assets Company's Capital Stock and subsidiary stockSubordinated Obligations, 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, and its Restricted Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the Collateral Documents sale or transfer of assets and Subsidiary Stock, investments by the Intercreditor Agreement when Company, consolidations, mergers and as the same shall be due and payable, whether at maturity, by acceleration transfers of all or otherwise, according to the terms substantially all of the Securities Company's assets and the Indenturetransactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 16, 2004 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”"INDENTURE"), among between the Company, the Subsidiary Guarantors BAC 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-77bbbbSections 77aaa77bbbb) as in effect on the date of the Indenture IndeNTUre (the “"Act”"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $350,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Initial Securities 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 Initial Securities 6 158 and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 issuance of indebtednessdebt by the Company and its Restricted Subsidiaries, the making payment of restricted paymentsdividends and other distributions on, and acquisitions or retirements of, the Capital Stock and Subordinated Obligations of the Company and its Restricted Subsidiaries, the incurrence by the Company and its Restricted Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and subsidiary stockstock of Restricted Subsidiaries of the Company, investments by the Company and its Restricted Subsidiaries, the incurrence lines of certain liensbusiness in which the Company and its Restricted Subsidiaries may operate, sale-leaseback transactionsconsolidations, mergers and transfers of all or substantially all of the Company's property and assets and transactions with Affiliates. In addition, the sale Indenture limits the ability of capital stock the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and to sell or issue the 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 consolidationsRestricted Subsidiaries. The Indenture also imposes requirements certain obligations 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 IndentureAdditional Amounts.

Indenture. The Company issued the Securities under an Indenture dated as of March 1227, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, certain of the Company's subsidiaries party thereto (collectively, the "Subsidiary Guarantors 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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured unsecured senior subordinated obligations of the Company. The Company limited to $125,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Exchange Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 restrictions on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the making Company and its Restricted Subsidiaries and the redemption of restricted payments, certain Subordinated Obligations of the Company and its Restricted Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale of assets Capital Stock of the Restricted Subsidiaries; the creation of Secured Indebtedness; the lines of business in which the Company and subsidiary stockits Restricted Subsidiaries may operate; Sale/Leaseback Transactions and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the incurrence of Indenture prohibits 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 restrictions on 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, premiumprincipal and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 6, 2004 1997 (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 81 2 include those 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 Company limited to $400.0 million aggregate principal amount (subject to Section 2.7 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 Initial Notes 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 any Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Notes and the 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, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Subsidiaries, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment of the principal, premium, if any, its Subsidiaries to restrict distributions 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 Indenturedividends from Subsidiaries.

Indenture. The Company issued the Securities Notes under an Indenture dated as of March 12November 4, 2004 1997 (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. §§ ------ (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 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. __________________________________ /7// Include only for the Exchange Notes - The Securities Notes are secured general unsecured senior subordinated obligations of the Company. The Company limited to $294 million aggregate principal amount (subject to Section 310 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% Senior Secured Notes, Series A, due 2010 Initial Notes referred to in the Indenture. The Securities Notes 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 any Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Notes and the 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 Restricted Subsidiaries, the making payment of restricted paymentsdividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the incurrence of certain liens, sale-leaseback transactions, Indenture limits 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 ability of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment of the principal, premium, if any, its Subsidiaries to restrict distributions 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 Indenturedividends from Restricted Subsidiaries.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 7 7/8% Senior Notes due 2008, Series A (herein called the "Initial Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $475,000,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture") dated as of March 12June 9, 2004 1998, by and among the Company and The Bank of New York, as trustee (as it may be amended or supplemented from time to time in accordance with herein called the terms thereof, "Trustee," which term includes any successor Trustee under the “Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Exchange Securities, issued in exchange for the Initial Securites pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, 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 such terms. The Securities are secured senior obligations No reference herein to the Indenture and no provisions of this Security or of the Indenture shall alter or impair the obligation of the Company. The aggregate , which is absolute and unconditional, to pay the 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 principalof, premium, if any, and interest (including post-filing on this Security at the times, place, and rate, and in the coin or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenturecurrency, 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 Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of March 12__________, 2004 1998 (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 subordinated obligations of the CompanyCompany limited to $200 million aggregate principal amount (subject to Section 2.7 of the Indenture). The aggregate principal amount of Securities that notes which may be authenticated and delivered under the Indenture Indenture, including the Securities, is unlimited, provided that the Net Cash Proceeds from any issuance limited to $400.0 million (subject to Section 2.7 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 Exchange Notes 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 any Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Notes and the 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 Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Subsidiaries, 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 consentsthe Company and its Subsidiaries to restrict distributions and dividends from Subsidiaries. In addition, the entering Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect a supplement to the provision Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, 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 basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of March 12April 30, 2004 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), by and among the Company, the Subsidiary Guarantors Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 5/8% Senior Subordinated Notes due 2009, Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $100,000,000, which may be issued under the Indenture. The Securities include the 10 5/8% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 'SS''SS' 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, 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 termsthem. The Securities are secured senior general unsecured 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 subordinated in Additional Assets in accordance with the Indenture. This Security is one right of payment to all Senior Indebtedness of the 9¾% Senior Secured Notes, Series A, due 2010 referred Company to the extent and in the manner provided in the Indenture. The Securities include (i) $162,000,000 aggregate principal amount Each Holder 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 maturitySecurity, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints 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, Trustee as attorney-in-fact for such obligations on a senior, secured basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company issued the Securities under an Indenture dated as of March 12July 24, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), "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 1939, as amended (15 U.S.C. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the such Act for a statement of those such terms. The Securities are secured senior general unsecured obligations of the CompanyCompany equal in an aggregate principal amount to $150,000,000 and will mature on August 1, 2008. The Securities are general unsecured senior subordinated obligations of the Company limited to $150,000,000 million aggregate principal amount (subject to Section 2.7 of the Indenture). The aggregate principal amount of Securities that notes which may be authenticated and delivered under the Indenture Indenture, including the Securities, is unlimited, provided that the Net Cash Proceeds from any issuance limited to $300.0 million (subject to Section 2.7 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 Exchange Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 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 Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale Investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 12July 20, 2004 1998 (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 CompanyCompany limited to $100.0 million aggregate principal amount (subject to SECTION 2.9 of the Indenture). The aggregate principal amount of Securities that notes which may be authenticated and delivered under the Indenture Indenture, including the Securities, is unlimited, provided that the Net Cash Proceeds from any issuance limited to $100.0 million (subject to SECTION 2.9 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 Exchange Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 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 Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiariesCompany and its Subsidiaries to restrict distributions and dividends from 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 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 unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12June 15, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Unrestricted Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007 (the "Unrestricted Securities"). The Securities include the 10 1/8% Senior Subordinated Notes due 2007 (the "Initial Securities"), the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below issued in exchange for the Initial Securities pursuant to the Registration Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated Any conflict between this Security and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in will be governed by the Indenture. The Securities include (i) are unsecured senior subordinated obligations of the Company limited to $162,000,000 160,000,000 aggregate principal amount (subject to Section 2.7 of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”Indenture), (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 Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and subsidiary Subsidiary stock, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale investments of capital stock the Company and its Restricted Subsidiaries, consolidations, mergers and transfers of restricted subsidiariesall or substantially all the assets of the Company, and transactions with Affiliates. In addition, the making of payments for consents, Indenture lim- its the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by Company and certain subsidiariesof its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumpremium and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Discount Notes under an Indenture Indenture, dated as of March 12April 24, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors between Holdings --------- and the Trustee. The terms of the Securities Discount 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 (the “"Act”"). Capitalized terms used herein defined in the Indenture and not --- defined herein have the meanings ascribed thereto in the Indenture. The Securities Discount Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Noteholders are referred to the Indenture Inden ture and the Act for a statement of those terms. The Securities Discount Notes are secured unsecured, senior obligations of the Company. The Holdings, limited to $45,140,000 aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from at any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenturetime outstanding. This Security Discount Note is one of the 9¾% Senior Secured Notes, Series A, due 2010 Exchange Notes referred to in the Indenture. The Securities Discount Notes 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 any Exchange Discount Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Agreement. The Initial Securities, Additional Securities Notes and the Exchange Securities Discount 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 contains certain limitations on covenants that, among other things, limit (i) the - incurrence of indebtednessadditional indebtedness by Holdings or any Restricted Subsidiary, (ii) the making of restricted paymentsRestricted Payments by Holdings or any Restricted Subsidiary -- (including certain investments and payments of dividends on, and redemptions of, capital stock of Holdings or any Restricted Subsidiary), (iii) the sale creation of --- consensual encumbrances and restrictions with respect to Restricted Subsidiaries, (iv) sales of assets and subsidiary stock, the incurrence of (v) 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 -- - transactions 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.affiliates,

Indenture. The Company issued the Securities under an Indenture dated as of March 1224, 2004 1997 (as it may be amended or supplemented from time 132 6 to time in accordance with the terms thereoftime, 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.7 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 Initial Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 issuance of indebtednessdebt by the Company, the making payment of restricted payments, dividends and other distributions and acquisitions or retirements of the sale of assets Company's Capital Stock and subsidiary stockSubordinated Obligations, 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, and its Restricted Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the Collateral Documents sale or transfer of assets and Subsidiary Stock, investments by the Intercreditor Agreement when Company, consolidations, mergers and as the same shall be due and payable, whether at maturity, by acceleration transfers of all or otherwise, according to the terms substantially all of the Securities Company's assets and the Indenturetransactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12May 17, 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 include those 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 Company limited to $250.0 million aggregate principal amount of amount, except for Securities that may be authenticated and delivered under the Indenture is unlimitedupon registration of, provided that the Net Cash Proceeds from any issuance transfer of, or in exchange for, or in lieu of Additional other Securities are invested in Additional Assets in accordance with the Indenture. This Security is one pursuant to Section 2.8, 2.9, 2.10, 2.11, 2.13, 5.8, 9.5, 11.3 or 12.1 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 will 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 CollateralIndenture. The Indenture imposes certain limitations on the incurrence of indebtednesson, the making of restricted paymentsamong other things, the consolidation, mergers and 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 subsidiariesCompany. To guarantee the due and punctual payment of the principal, premiumprincipal and interest (including any Contingent Interest) and Additional Interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations 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 19, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. 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 CompanyCompany limited to $300.0 million aggregate principal amount (subject to Section 2.6, Section 2.9, Section 2.11, Section 5.8 and Section 9.5 of the Indenture), of which $200.0 million in aggregate principal amount will be initially issued on the Issue Date. The Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100.0 million 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 Subsequent Series 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 Private Exchange Securities and the Exchange Securities are 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 CollateralIndenture. 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 Incurrence of assets and subsidiary stock, Liens by the incurrence of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consentsCompany or its Restricted Subsidiaries, the entering into Sale/Leaseback Transactions by the Company or its Restricted Subsidiaries, the sale or transfer of agreements that restrict distribution from restricted subsidiaries assets and Capital Stock of Restricted Subsidiaries, the consummation issuance or sale of mergers Capital Stock of Restricted Subsidiaries, the business activities and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees investments of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 12February 17, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “100 2 "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 Company limited to $100 million aggregate principal amount (subject to Section 2.7 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 Exchange Notes 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 any Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial Securities, Additional Securities Notes and the 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 certain of 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, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Subsidiaries, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiaries. To guarantee the due Company and punctual payment of the principal, premium, if any, its Subsidiaries to restrict distributions 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 Indenturedividends from Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12April 7, 2004 1999 (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 FSC Semiconductor Corporation, Fair▇▇▇▇▇ ▇▇▇iconductor Corporation of California 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 Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Company's obligations under the Securities are secured senior guaranteed by the Parent and certain Restricted Subsidiaries of the Company. The Securities are general unsecured obligations of the Company. The aggregate principal amount Company shall be entitled, subject to its compliance with Section 4.03 of Securities that may be authenticated and delivered under the Indenture is unlimitedIndenture, provided that the Net Cash Proceeds from any issuance of to issue Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one pursuant to Section 2.13 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 issued on the Securities Act as provided in Issue Date, 122 6 any registration rights agreements (herein called “Exchange Securities”). The Initial Securities, Additional Securities and all Exchange Securities are or Private Exchange Securities issued in exchange therefor will be treated as a single class of securities for all purposes under the Indenture 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 limits, among other things (i) the incurrence of indebtednessadditional debt by the Company and its subsidiaries, (ii) the making payment of restricted paymentsdividends on capital stock of the Company and the purchase, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, the sale redemption or retirement of capital stock or subordinated indebtedness, (iii) certain transactions with affiliates, (iv) sales of restricted assets, including capital stock of subsidiaries, the making of payments for consentsand (v) certain consolidations, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidationstransfers of assets. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by prohibits certain restrictions on distributions from subsidiaries. To guarantee the due All of these limitations and punctual payment prohibitions, however, are subject to a number 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 important qualifications contained in the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12November 25, 2004 1996 (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. §§ (S)(S) 77aaa-77bbbb) as in effect ------ on the date of the Indenture (the “"Act”"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured senior general unsecured obligations of the Company. The Company limited to $175,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 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 Initial Securities 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 Initial Securities and any Exchange Securities 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 the Initial Securities or Additional Securities in an offer registered under pursuant to the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and the 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 issuance of indebtednessdebt by the Company, the making payment of restricted payments, dividends and other distributions and acquisitions or retirements of the sale of assets Company's Capital Stock and subsidiary stockSubordinated Obligations, 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, and its Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the Collateral Documents sale or transfer of assets and Subsidiary Stock, investments by the Intercreditor Agreement when Company, the lines of business in which the Company may operate, consolidations, mergers and as the same shall be due and payable, whether at maturity, by acceleration transfers of all or otherwise, according to the terms substantially all of the Securities Company's assets and the Indenturetransactions with Affiliates. In addition, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with Indenture limits the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms ability of the IndentureCompany and its Subsidiaries to restrict distributions and dividends from Subsidiaries.

Indenture. The Company Issuers 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 between the Company, the Subsidiary Guarantors Issuers and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 2 The Securities are secured senior Secured obligations of the CompanyIssuers limited to $_____________ aggregate principal amount. The aggregate principal amount Indenture contains certain covenants which, among other things, limit (a) the incurrence of Securities that additional debt by the Issuers and certain of its subsidiaries and the issuance of capital stock by such subsidiaries, (b) the payment of dividends on capital stock of certain subsidiaries and the purchase, redemption or retirement of capital stock or subordinated indebtedness, (c) certain investments, (d) certain transactions with affiliates, (e) the incurrence of liens, (f) sales of assets, including capital stock of subsidiaries, (g) certain consolidations and mergers, (h) the Issuers' and certain of their subsidiaries, lines of business and the Issuers' ability to operate without certain insurance coverage. The Indenture also will prohibit certain restrictions on distributions from subsidiaries. In addition, the Issuers may be authenticated and delivered obligated, under the Indenture is unlimitedcertain circumstances, provided that the Net Cash Proceeds from any issuance of Additional to offer to repurchase Securities are invested in Additional Assets in accordance with the Indenture. This Security is one at a purchase price equal to 101% 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 Securities plus accrued 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 unpaid interest to the provision date 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 Indenturerepurchase.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of March 12December 20, 2004 2000 (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 Issuer 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 1939, as amended (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇7aaa-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 Noteholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities Notes are secured unsecured senior obligations of the Company. The Issuer limited to $200,000,000 aggregate principal amount (subject to Section 2.7 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), all of which are being offered on the Issue Date. This Security Note is one of the 9¾% Senior Secured Notes, Series A, due 2010 Initial Notes referred to in the Indenture. The Securities Notes 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 any Private Exchange Notes and Exchange Notes issued in Section 2.1(a) of exchange for the Initial Notes pursuant to 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”)Registration Rights Agreement. The Initial SecuritiesNotes., Additional Securities the Private Exchange Notes and the 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 Issuer and its Restricted Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Issuer 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 incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale investments of capital stock of restricted subsidiariesthe Issuer and its Subsidiaries and transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiaries. To guarantee the due Issuer and punctual payment of the principal, premium, if any, its Restricted Subsidiaries to restrict distributions 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 Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of March 12July 20, 2004 1998 (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 CompanyCompany limited to $100.0 million aggregate principal amount (subject to SECTION 2.9 of the Indenture). The aggregate principal amount of Securities that notes which may be authenticated and delivered under the Indenture Indenture, including the Securities, is unlimited, provided that the Net Cash Proceeds from any issuance limited to $100.0 million (subject to SECTION 2.9 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 Initial Securities 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 Initial Securities and any Exchange Securities issued under in exchange for 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 Securities pursuant 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”)Registration Rights Agreement. The Initial Securities, Additional Securities and the 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 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 Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liens, sale-leaseback transactionsCapital Stock of Restricted Subsidiaries, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the making of payments for consents, Indenture limits the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Securities by certain subsidiariesCompany and its Restricted Subsidiaries to restrict distributions and dividends from 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 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 unsecured basis pursuant to the terms of the Indenture.