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 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 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 Issuers issued the Securities under an Indenture dated as of March 121, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Issuers, Nakornthai Strip Mill Public Company Limited (the "Company, the Subsidiary Guarantors ") and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture, except as otherwise provided in 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 secured, senior subordinated obligations of the Company. The Issuers limited to $203,500,000 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 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 Issuers and certain of their Subsidiaries, the making payment of dividends on, and redemption of, the Capital Stock of the Issuers and their Subsidiaries and the redemption of certain subordinated obligations of the Issuers and their subsidiaries, restricted payments, the creation or existence of certain Liens, 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 business activities and investments of capital stock the Issuers and certain of restricted subsidiariestheir Subsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Issuers or certain 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 Issuers and certain subsidiariesof their Subsidiaries to restrict distributions and dividends from Subsidiaries. To guarantee secure 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 Issuers under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have Company has unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Securities on a senior, secured senior (other than in respect of any Specified Senior Indebtedness of the Company) 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 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 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 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.sx. 00aaa-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 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 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 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 Exchange 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 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. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 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 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. 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 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. 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. §§ xx.xx. 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 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.sx. 00aaa-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 Issuers issued the Securities under an Indenture dated as of March 121, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Issuers, Nakornthai Strip Mill Public Company Limited (the "Company, the Subsidiary Guarantors ") and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture, except as otherwise provided in 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 secured, senior subordinated obligations of the Company. The Issuers limited to US$203,500,000 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 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 Issuers and certain of their Subsidiaries, the making payment of dividends on, and redemption of, the Capital Stock of the Issuers and their Subsidiaries and the redemption of certain subordinated obligations of the Issuers and their subsidiaries, restricted payments, the creation or existence of certain Liens, 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 business activities and investments of capital stock the Issuers and certain of restricted subsidiariestheir Subsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Issuers or certain 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 Issuers and certain subsidiariesof their Subsidiaries to restrict distributions and dividends from Subsidiaries. To guarantee secure the due and punctual payment of the principal, premiumprincipal and additional interest and interest, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuers under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have Company has unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Securities on a senior, secured senior (other than in respect of any Specified Senior Indebtedness of the Company) 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 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. §§ xx.xx. 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 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 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, Fairxxxxx Xxxiconductor 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 Indenture, dated as of March 12September 23, 2004 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”"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 8 5/8% Senior Subordinated Notes due 2007, Series A (the "INITIAL SECURITIES"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $150,000,000, 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 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. §§ 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 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 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 12July 17, 2004 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the Subsidiary Guarantors “Guarantor”) Exhibit 1 and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent. The terms of the Securities include those stated in the Indenture and those made part of Indenture. Terms defined in 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 senior unsecured and unsubordinated obligations of the CompanyCompany unlimited in principal amount. 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 referred to in the Indenture issued in an aggregate principal amount of U.S.$[•]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include (i) $162,000,000 such Additional Securities and the Original Securities in an aggregate principal principle amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 U.S.$[•] previously 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. Indenture.] The Indenture imposes certain limitations on the incurrence ability 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 Company and the consummation of mergers Subsidiaries to, among other things, create or incur Liens and consolidationsenter into Sale and Leaseback Transactions. The Indenture also imposes requirements with respect to limitations on the provision ability of financial information each of the Company and the provision of guarantees of the Securities by certain subsidiariesGuarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal, premium, if any, principal 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 (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Guarantor has irrevocably and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Guaranteed Obligations on a seniorsenior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, secured basis pursuant to the terms of the Indenturetermination or discharge thereof.

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 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 on 2e 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 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 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. §§ xx.xx. 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 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 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 12[Issue Date], 2004 200[•] (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 “ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general secured senior obligations of the Company. The Company limited to (i) $85,800,000 aggregate principal amount of Series A Notes and (ii) $85,800,000 aggregate principal amount of Series B Notes, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Article II, Section 5.7, 9.5, 11.2(c) or 12.1 and except for increases in the aggregate principal amount of Securities that may be authenticated or issuances of PIK Securities, in each case in connection with PIK Payments. The Series A Notes 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 Series B Notes, Series Aincluding PIK Securities issued thereunder, 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, premium, if any, interest and interest (including post-filing or post-petition interest) Additional Interest Payments 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 acceleration, redemption, repurchase or otherwise, according to the terms of the Securities and Securities, the Indenture, the Collateral Documents and Intercreditor Agreement, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are senior secured senior obligations of the Company. The Company limited to $150.0 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 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 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. To secure the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company and the Subsidiary Guarantors under the Indenture and the Securities, the Company and the Subsidiary Guarantors have granted and have agreed to grant second priority Liens on certain of their respective Properties, now owned and hereafter acquired, in accordance with the Collateral Agreements.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of March 1222, 2004 2024 (as it may be amended amended, modified or supplemented from time to time in accordance with the terms thereoftime, the “Indenture”), ) among the CompanyIssuer, Level 3 Parent, the Subsidiary other Guarantors party thereto, the Trustee and the TrusteeCollateral Agent. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 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 unsubordinated secured senior obligations of the CompanyIssuer. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. [This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $667,711,000. The Securities include (i) $162,000,000 the Original Securities and any Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities in an aggregate principal amount of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 $667,711,000 previously 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”)Indenture. The Initial Securities, Additional Original Securities and Exchange the 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 Collateral. Indenture.] The Indenture imposes certain limitations on the incurrence ability of indebtednessLevel 3 Parent, the making of restricted paymentsIssuer and their respective Subsidiaries to, the sale of assets among other things, incur Indebtedness 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 create and the consummation of mergers and consolidationsincur Liens. The Indenture also imposes requirements limitations on the ability of Level 3 Parent, the Issuer and their respective Subsidiaries to consolidate or merge with respect to the provision or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of financial information and the provision of guarantees all or substantially all of the Securities by certain subsidiariesproperty of such entities. To guarantee the due and punctual payment of the principal, premium, if any, principal and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have Level 3 Parent has unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations Securities on a senior, secured an unsubordinated 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 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 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued the Securities and to be issued in one or more series under an Indenture Indenture, dated as of July 18, 2014, among Navient Corporation (the “Company”) and The Bank of New York Mellon, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), as supplemented and amended by the Second Supplemental Indenture, dated March 1227, 2004 2015, the Sixth Supplemental Indenture, dated March 17, 2017, and the Eighth Supplemental Indenture, dated June 9, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, herein called the “Indenture”), among between the Company and the Trustee, to 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 Company, the Subsidiary Guarantors Trustee and the Trustee. The terms Holders of the Securities include those stated in the Indenture and those made part of the Indenture by reference to terms upon which 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 Indentureare, 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 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 Indenturedelivered. This Security is one of the 9¾% Senior Secured Notesseries designated on the face hereof, Series A, due 2010 referred limited in aggregate principal amount to in the Indenture$645,154,000. Optional Redemption. The Securities include of this series are subject to redemption at the Company’s option, at any time and from time to time, in whole or in part, at a Redemption Price equal to the greater of (i) $162,000,000 aggregate 100% of the principal amount of to be redeemed plus accrued and unpaid interest thereon to the Company’s 9¾% Senior Secured NotesRedemption Date, Series A, due 2010 issued under the Indenture on March 12, 2004 (herein called “Initial Securities”), and (ii) $20,255,572 aggregate principal amount the sum 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 present values 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 remaining scheduled payments 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, principal and interest (including post-filing or post-petition interest) on the Securities to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30 day months) at the applicable Treasury Rate (as defined below) plus 50 basis points plus accrued and all other amounts payable by unpaid interest on the Company under principal amount being redeemed to the IndentureRedemption Date. For purposes of determining the optional redemption price, 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.following definitions are applicable:

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 limited to $250.0 million (subject to Section 2.9 of 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 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 guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally Guaranteeguarantee), jointly and severally, such obligations on a senior, secured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12August 1, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “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 $400.0 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, premium, if any, principal and interest (including post-filing or post-petition interest) any Additional 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 12April 24, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors 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”"Xxx"). 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 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 the Exchange Securities and Exchange any Additional Securities are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the CollateralIndenture. The Indenture imposes certain limitations on the incurrence of 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 sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the investments of the Company, its Subsidiaries and transactions with Affiliates, Liens, dividends and other payment restrictions affecting Subsidiaries, incurrence of certain lienssenior subordinated Indebtedness, sale-leaseback transactionspreferred stock of Subsidiaries and future guarantees. In addition, the sale of capital stock of restricted subsidiaries, Indenture limits 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 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 12November 24, 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 CompanyCompany and are limited to $270,000,000 in aggregate principal amount outstanding, of which $135,000,000 in aggregate principal amount will be initially issued on the Closing Date. The Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $135,000,000 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 IndentureSecurities. 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 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 Additional Securities and any Exchange Securities and Private 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, the Additional Securities, 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 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 Indebtedness by the Company under and its Restricted Subsidiaries; the Indenturepayment of dividends and other payments by the Company and its Restricted Subsidiaries; Investments; sales of assets of the Company and Restricted Subsidiaries; certain transactions with Affiliates; the lines of business in which Holding and the Company and its Restricted Subsidiaries may operate; Liens; and consolidations, mergers and transfers of all or substantially all of the Company's or a Guarantor's assets. In addition, 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 Indenture prohibits certain restrictions on a senior, secured basis pursuant to the terms of the Indenturedistributions 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 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.sx. 00aaa-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 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 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 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 subordinated obligations of the Company. The Company limited to $500.0 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 which may be issued from time to time under the Indenture subsequent to March 12, 2004 (together, with the 2007 Notes and 2008 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in any registration rights agreements (herein called “Exchange Securities”)Indenture. 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 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 the Indenturecurrency, the Securities, the Collateral Documents and the Intercreditor Agreement when and herein prescribed or to convert this Security as the 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 provided in the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 124, 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. §§ Section 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 Indenture, and Securityholders are referred to the Indenture and the Act TIA for a statement of those termssuch terms and provisions. The Securities are secured senior subordinated unsecured obligations of the CompanyCompany limited to $200,000,000 aggregate principal amount at any one time outstanding, of which $100,000,000 in aggregate principal amount was initially issued on the Closing Date. The Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100,000,000 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 IndentureSecurities. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 [Exchange Securities] [Private 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 issued under the Indenture on March 12, 2004 (herein called “Initial Original 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 Additional Securities and any Exchange Securities and Private 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 Original Securities, the Additional Securities, 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 ability of indebtednessthe Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the making of restricted paymentsSecurities; make certain other Restricted Payments, including Investments; enter into consensual restrictions on the sale of assets and subsidiary stock, the incurrence payment of certain liens, sale-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering dividends and distributions by Restricted Subsidiaries; enter into of agreements that restrict distribution from restricted subsidiaries or permit certain transactions with Affiliates; create or incur Liens; and the consummation of mergers and consolidationsmake Asset Sales. The Indenture also imposes requirements with respect to limitations on the provision ability of financial information the Company and the provision of guarantees Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the Securities by certain subsidiariesproperty of the Company or the Guarantors. 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)have, jointly and severally, such obligations unconditionally guaranteed the Guaranteed 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 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 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 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. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the 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 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 issued the Securities under an Indenture dated as of March 12November 21, 2004 2001 (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 $56,250,000 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 $105,374,169 (subject to Section 2.7 of the Indenture). This Security is one on2e 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 Issuers issued the Securities under an Indenture dated as of March 12November 23, 2004 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among between the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbSections 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 Issuers limited to $500,000,000 aggregate principal amount (subject to Section 2.10 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 The 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 ability of indebtedness, the making of restricted payments, the sale of assets Issuers and subsidiary stock, the incurrence of certain their respective Subsidiaries to create liens, sale-enter into sale and leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering transactions and enter into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuers under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantorsGuarantors, 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

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

Indenture. The Company issued the Securities under an Indenture dated as of March 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 12May 1, 2004 1995 (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 Finance Corp. and the Trustee. The terms of the Securities include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ------ 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 senior obligations of Capitalized terms used herein and not defined herein 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 in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 referred to meaning ascribed thereto in the Indenture. The Issuers will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. The Securities include (i) are general unsecured obligations of the Issuers limited to $162,000,000 200,000,000 aggregate principal amount (subject to Section 2.07 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 (i) the incurrence payment of indebtednessdividends on, and redemption of, capital stock of the making Company and its subsidiaries and the redemption of restricted paymentscertain subordinated obligations of the Company, (ii) the sale issuance of additional debt by the Company, (iii) limitations on restrictions on distributions from subsidiaries of the Company, (iv) sales of assets and subsidiary stock, (v) the incurrence issuance of certain liens, sale-leaseback transactions, debt and preferred stock by the sale of capital stock of restricted Company's subsidiaries, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries (vi) sale and the consummation of mergers leaseback transactions and consolidations(vii) transactions with affiliates. The Indenture also imposes requirements with respect provides that if the Company does not consummate the acquisition of the Addis Assets by June 15, 1995, the Issuers will be required to the provision of financial information and the provision of guarantees offer to purchase up to $35.0 million in principal amount of the Securities by certain subsidiaries. To guarantee the due and punctual payment at 100% of the principal, premium, if any, principal amount thereof plus accrued and unpaid 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 date 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 Indenturepurchase.

Indenture. The Company issued the Securities under an Indenture dated as of March November 12, 2004 2003 (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. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Trust Indenture 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 Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 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) 2.15 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, any 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 ability of indebtedness, the making of restricted payments, the sale of assets Company and subsidiary stock, the incurrence of certain its Subsidiaries to create liens, saleenter into sale and lease-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering back transactions and enter into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December 19, 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 Guarantor Subsidiaries 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.sx. 00aaa-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 CompanyCompany and are limited to $150,000,000 in aggregate principal amount outstanding, of which $100,000,000 in aggregate principal amount will be initially issued on the Closing Date. The Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $50,000,000 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 IndentureSecurities. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 Exchange Securities referred to in the Indenture. The Securities include the Initial Securities (i) $162,000,000 aggregate principal amount consisting of the Company’s 9¾% Senior Secured Notes, Series A, due 2010 issued under Original Securities and 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 any Exchange Securities and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be Private 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, 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, the making Capital Stock of restricted payments, the sale Company and its Restricted Subsidiaries and the redemption of certain subordinated obligations of the Company and its Subsidiaries; other payments by the Company and its Restricted Subsidiaries; Investments; sales and transfers of assets and subsidiary stockCapital Stock of the Restricted Subsidiaries; the issuance or sale of Capital Stock of Restricted Subsidiaries; certain transactions with Affiliates of the Company; 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 or a Guarantor Subsidiary's assets. In addition, the incurrence of Indenture 140 5 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 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 secure the due and punctual payment of the principal, premiumprincipal and liquidated damages 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 Guarantor Subsidiaries 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 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. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior 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 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 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 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 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 2015 Securities under an Indenture dated as of March 12[ ], 2004 2007 (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 2015 Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as (the "Act"). Terms defined 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 2015 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 Company shall be entitled, subject to its compliance with Section 4.03 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 issue Additional 2015 Securities pursuant to Section 2.13 of the 9¾% Senior Secured Notes, Series A, due 2010 referred to in the Indenture. The 2015 Securities include (i) $162,000,000 aggregate principal amount of 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 Issue Date 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 any Additional 2015 Securities 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 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 contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; create liens on the incurrence assets; transfer or sell assets; guarantee indebtedness; consolidate, merge or transfer all or substantially all of indebtedness, the making of restricted payments, the sale of its assets and subsidiary stock, the incurrence assets of certain liens, its subsidiaries; and engage in sale-/leaseback transactions, . These covenants are subject to important exceptions and qualifications. Upon the sale occurrence of capital stock (i) the 2015 Securities having Investment Grade Ratings from either or both of restricted subsidiaries, the making Rating Agencies and (ii) no Default or Event 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 Default with respect to the provision of financial information 2015 Securities having occurred and be continuing, the Company and the provision of guarantees Restricted Subsidiaries shall not be subject to Section 4.03, 4.04, 4.05 and 4.09 of the Indenture with respect to the 2015 Securities. If (i) a Default or Event of Default with respect to the 2015 Securities by certain subsidiaries. To guarantee the due and punctual payment (other than as a result of the principalbreach of the Suspended Covenants) occurs and is continuing or (ii) both of the Rating Agencies withdraw their ratings or downgrade their ratings assigned to the 2015 Securities below the required Investment Grade Ratings, premium, if any, then the Company and interest (including post-filing or post-petition interest) on the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events with respect to the 2015 Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall any Subsidiary Guarantees will be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the 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 Indenturereinstated.

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. §§ xx.xx. 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 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 12November 20, 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. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior subordinated obligations of the Company. The Company limited to $200 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 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 sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the investments of the Company, its Subsidiaries and transactions with Affiliates, Liens, dividends and other payment restrictions affecting Subsidiaries, incurrence of certain lienssenior subordinated Indebtedness, sale-leaseback transactionspreferred stock of Subsidiaries and future guarantees. In addition, the sale of capital stock of restricted subsidiaries, Indenture limits 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 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 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 November 12, 2004 2003 (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. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Trust Indenture 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 Trust Indenture Act for a statement of those terms. The Securities are secured senior obligations of the Company. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 9¾% 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 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) 2.15 of the Indenture and (v) if and when issued, the Company’s 9¾% Senior Secured Notes, Series B, due 2010 that may be any 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 and the Registration Rights Agreement. The Initial Securities, any 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 ability of indebtedness, the making of restricted payments, the sale of assets Company and subsidiary stock, the incurrence of certain its subsidiaries to create liens, saleenter into sale and lease-leaseback transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering back transactions and enter 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 4, 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. §§ 77aaa-77bbbbss.sx. 00aaa-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 , including (a) $325 million in aggregate principal amount of Securities that may be authenticated and delivered under being offered on the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance Issue Date (subject to Section 2.9 of Additional Securities are invested in Additional Assets in accordance with the Indenture) and (b) the Subsequent Series Securities. This Security is one of the 9¾% Senior Secured Notes, Series A, due 2010 [Original or Initial] [Subsequent Series] 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 Subsequent Series Securities, Private Exchange 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 certain limitations on on, among other things: the incurrence Incurrence of indebtednessLiens by the Company or its Subsidiaries, Sale-Leaseback Transactions by the making of restricted paymentsCompany or its Subsidiaries, the and 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, 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 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. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the 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 under an Indenture dated as of March 12April 4, 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. §§ 77aaa-77bbbbss.sx. 00aaa-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 , including (a) $325 million in aggregate principal amount of Securities that may be authenticated and delivered under being offered on the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance Issue Date (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 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 (vb) if and when issued, the Company’s 9¾% Senior Secured Notes, Subsequent 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 Subsequent Series Securities, Private Exchange 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 certain limitations on on, among other things: the incurrence Incurrence of indebtednessLiens by the Company or its Subsidiaries, Sale-Leaseback Transactions by the making of restricted paymentsCompany or its Subsidiaries, the and 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, 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 15, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are secured general unsecured senior obligations of the Company. The Company limited to $90.0 million aggregate principal amount of (up to $100.0 million aggregate principal amount if the Initial Purchasers' option to purchase additional Securities that may be is exercised in full), except for Securities 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, 9.5, 5.8, 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 any Additional Amounts, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents Indenture and the Intercreditor Agreement Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior, secured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12December , 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 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 up to $100.0 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 Sections 2.8, 2.9, 2.10, 2.12, 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, premium, if any, principal and interest (including post-filing or post-petition interestany Contingent 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 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 A (the "Initial Securities"), 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, 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 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 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 Exchange Securities of the 9¾% Company designated as its Series B 14% Senior Secured Notes, Series A, Notes due 2010 referred 2004 (the "Exchange Securities"). The Securities are limited (except as otherwise provided in the Indenture) in aggregate principal amount to $175,000,000. The Securities include the 14% Senior Notes due 2004 (the "Initial Securities") and the Exchange Securities 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 dated as of March 12June 5, 2004 2001 (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. In the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. The Securities are secured general unsecured senior obligations of the Company. The , including (a) $400,000,000 aggregate principal amount of Securities that may be authenticated and delivered under being offered on the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance Issue Date (subject to Section 2.9 of Additional Securities are invested in Additional Assets in accordance with the Indenture) and ----------- (b) any Additional Securities. 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 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 the incurrence of indebtednesson, the making of restricted payments, the sale of assets and subsidiary stock, among other things: the incurrence of certain liens, liens and 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 transactions by the Company under the Indentureor its Subsidiaries and consolidations, the Securities, the Collateral Documents mergers 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 sales of assets 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 IndentureCompany.

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 6 124 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 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.sx. 00aaa-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 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 12May 14, 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. §§ 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 CompanyCompany limited to $125.0 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 the Exchange 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 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 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 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 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 certain limitations on on, among other things: the 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 basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of March 12[Issue Date], 2004 200[•] (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 “ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general secured senior obligations of the Company. The Company limited to (i) $85,800,000 aggregate principal amount of Securities that may be authenticated Series A Notes 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 (iii) $162,000,000 85,800,000 aggregate principal amount of the Company’s 9¾% Senior Secured Series B Notes, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7, 2.8, 2.9, 2.11, 5.7, 9.5, 11.2(c) or 12.1 and except for issuances of PIK Securities in connection with PIK Payments. The Series A, due 2010 issued under A Notes and the Indenture on March 12, 2004 (herein called “Initial Securities”), (ii) $20,255,572 aggregate principal amount of the Company’s 9¾% Senior Secured Series B Notes, Series Aincluding PIK Securities issued thereunder, 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, premium, if any, interest and interest (including post-filing or post-petition interest) Additional Interest Payments 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 acceleration, redemption, repurchase 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 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. §§ xx.xx. 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 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 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 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 Initial 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.