Common use of Indenture Clause in Contracts

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

Indenture. The Company issued the Securities under an Indenture dated as of December 13June 3, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor 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 general unsecured, secured senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited, provided that at least the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 8¼% 11½% Senior Secured Notes, Series A, due 2011 2014 referred to in the Indenture. The Securities include (i) $150,000,000 255,000,000 aggregate principal amount of the Company’s 8¼% 11½% Senior Secured Notes, Series A, due 2011 2014 issued under the Indenture on December 13June 3, 2004 2009 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 11½% Senior Secured Notes, Series A, due 2011 2014 or 8¼% 11½% Senior Secured Notes, Series B, due 2011 2014 of the Company that may be issued from time to time under the Indenture subsequent to December 13June 3, 2004 2009 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% 11½% Senior Secured Notes, Series B, due 2011 2014 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the IndentureIndenture 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 Indenture, the Securities, the Registration Rights Agreement, the Collateral Documents and the Securities 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 fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to each Holder the terms of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisIndenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13August 1, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 7.250% Senior Notes, Series A, due 2011 2019 referred to in the Indenture. The Securities include (i) $150,000,000 400,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 7.250% Senior Notes, Series A, due 2011 2019 issued under the Indenture on December 13August 1, 2004 2011 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 7.250% Senior Notes, Series A, due 2011 2019 or 8¼% 7.250% Senior Notes, Series B, due 2011 2019 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13August 1, 2004 2011 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 7.250% Senior Notes, Series B, due 2011 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13August 1, 2004 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 7.250% Senior Notes, Series AB, due 2011 2019 referred to in the Indenture. The Securities include (i) $150,000,000 400,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 7.250% Senior Notes, Series A, due 2011 2019 issued under the Indenture on December 13August 1, 2004 2011 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 7.250% Senior Notes, Series A, due 2011 2019 or 8¼% 7.250% Senior Notes, Series B, due 2011 2019 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13August 1, 2004 2011 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 7.250% Senior Notes, Series B, due 2011 2019 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13January 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 8 1/4% Senior Notes, Series AB, due 2011 2012 referred to in the Indenture. The Securities include (i) $150,000,000 180,000,000 aggregate principal amount of the Company’s 8¼% 's 8 1/4% Senior Notes, Series A, due 2011 2012 issued under the Indenture on December 13January 23, 2004 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 8 1/4% Senior Notes, Series A, due 2011 2012 or 8¼% 8 1/4% Senior Notes, Series B, due 2011 2012 of the Company that may be issued from time to time under the Indenture subsequent to December 13January 23, 2004 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 8 1/4% Senior Notes, Series B, due 2011 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13January 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 8 1/4% Senior Notes, Series A, due 2011 2012 referred to in the Indenture. The Securities include (i) $150,000,000 180,000,000 aggregate principal amount of the Company’s 8¼% 's 8 1/4% Senior Notes, Series A, due 2011 2012 issued under the Indenture on December 13January 23, 2004 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 8 1/4% Senior Notes, Series A, due 2011 2012 or 8¼% 8 1/4% Senior Notes, Series B, due 2011 2012 of the Company that may be issued from time to time under the Indenture subsequent to December 13January 23, 2004 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 8 1/4% Senior Notes, Series B, due 2011 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 8 1/4% Senior Notes, Series A, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 aggregate principal amount of the Company’s 8¼% 8 1/4% Senior Notes, Series A, due 2011 issued under the Indenture on December 13, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 8 1/4% Senior Notes, Series A, due 2011 or 8¼% 8 1/4% Senior Notes, Series B, due 2011 of the Company that may be issued from time to time under the Indenture subsequent to December 13, 2004 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% 8 1/4% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. This Series A Bond is one of the bonds of the Company known as its First Mortgage Bonds (the “Bonds”), issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust, dated as of February 1, 1996, duly executed by the Company to State Street Bank and Trust Company, a banking corporation organized under the laws of The Company Commonwealth of Massachusetts, Trustee (“Trustee”), and indentures supplemental thereto, heretofore or hereafter executed, to which General Mortgage Indenture and Deed of Trust and all indentures supplemental thereto (collectively referred to as the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the Securities under an rights of the owners of the Bonds and the Trustee in respect of such security. As provided in the Indenture, the Bonds may be in various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this Bond is one of a series entitled “7.25% Series A First Mortgage Bonds due 1999”, created by a First Supplemental Indenture dated as of December 13February 1, 2004 (1996, as it may be amended or supplemented from time to time provided for in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor and the Trustee. The terms of the Securities Series A Bonds include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. U.S. Code §§ §77aaa-77bbbb) (the “Act”), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Series A Bonds are subject to all terms and provisions of the Indentureto, and Securityholders qualified by, all such terms, certain of which are summarized herein, and Holders of Series A Bonds are referred to the Indenture and the Act for a statement of those such terms. The Securities are general unsecured, senior obligations Indenture authorizes the issuance of the Company. The up to $125,000,000 aggregate principal amount of securities that may be authenticated and delivered under Series A Bonds, although the Indenture is unlimited. This Security is one of the 8¼% Senior Notes, Series A, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 aggregate principal amount of the Company’s 8¼% Senior Notes, Series A, due 2011 issued under the Indenture on December 13, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Senior Notes, Series A, due 2011 or 8¼% Senior Notes, Series B, due 2011 of the Company that Bonds which may be issued from time to time under the Indenture subsequent to December 13, 2004 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisis unlimited.

Indenture. The Company issued the Securities under an Indenture dated as of December 13August 11, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor 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 general unsecured, senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 9.000% Senior Notes, Series AB, due 2011 2022 referred to in the Indenture. The Securities include (i) $150,000,000 300,000,000 aggregate principal amount of the Company’s 8¼% 9.000% Senior Notes, Series A, due 2011 2022 issued under the Indenture on December 13August 11, 2004 2014 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 9.000% Senior Notes, Series A, due 2011 2022 or 8¼% 9.000% Senior Notes, Series B, due 2011 2022 of the Company that may be issued from time to time under the Indenture subsequent to December 13August 11, 2004 2014 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% 9.000% Senior Notes, Series B, due 2011 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture Indenture, the Securities and the Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13October 23, 2004 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that Securities which may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 8% Senior Notes, Series A, due 2011 2009 referred to in the Indenture. The Securities include (i) $150,000,000 300,000,000 aggregate principal amount of the Company’s 8¼% 's 8% Senior Notes, Series A, due 2011 2009 issued under the Indenture on December 13October 23, 2004 2001 (herein called “"Initial Securities”Notes"), (ii) if and when issued, additional 8¼% 8% Senior Notes, Series A, due 2011 2009 or 8¼% 8% Senior Notes, Series B, due 2011 2009 of the Company that may be issued from time to time under the Indenture subsequent to December 13October 23, 2004 2001 (herein called “"Additional Securities”Notes") and (iii) if and when issued, the Company’s 8¼% 's 8% Senior Notes, Series B, due 2011 2009 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Services (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict 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 and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisSubsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of December November 13, 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 Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Floating Rate Senior Secured Notes, Series A, due 2011 2010 referred to in the Indenture. The Securities include (i) $150,000,000 275,000,000 aggregate principal amount of the Company’s 8¼% Floating Rate Senior Secured Notes, Series A, due 2011 2010 issued under the Indenture on December November 13, 2004 2006 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Floating Rate Senior Secured Notes, Series A, due 2011 2010 or 8¼% Floating Rate Senior Secured Notes, Series B, due 2011 2010 of the Company that may be issued from time to time under the Indenture subsequent to December November 13, 2004 2006 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Floating Rate Senior Secured Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities Notes under an Indenture dated as of December 13July 22, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that Notes which may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 6-7/8% Senior Notes, Series A, due 2011 2015 referred to in the Indenture. The Securities Notes include (i) $150,000,000 400,000,000 aggregate principal amount of the Company’s 8¼% 's 6-7/8% Senior Notes, Series A, due 2011 2015 issued under the Indenture on December 13July 22, 2004 2005 (herein called “"Initial Securities”Notes"), (ii) if and when issued, additional 8¼% 6-7/8% Senior Notes, Series A, due 2011 2015 or 8¼% 6-7/8% Senior Notes, Series B, due 2011 2015 of the Company that may be issued from time to time under the Indenture subsequent to December 13July 22, 2004 2005 (herein called “"Additional Securities”Notes") and (iii) if and when issued, the Company’s 8¼% 's 6-7/8% Senior Notes, Series B, due 2011 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with Affiliates, affiliate transactionsmergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the sale of capital stock Capital Stock of restricted subsidiariesRestricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Notes attain an Investment Grade Rating. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities Notes under an Indenture dated as of December June 13, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Noteholders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that Notes which may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 12% Senior Notes, Series B, due 2013 referred to in the Indenture. The Notes include (i) $258,000,000 aggregate principal amount of the Company's 12% Senior Notes, Series A, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 aggregate principal amount of the Company’s 8¼% Senior Notes, Series A, due 2011 2013 issued under the Indenture on December June 13, 2004 2003 (herein called “"Initial Securities”Notes"), (ii) if and when issued, additional 8¼% 12% Senior Notes, Series A, due 2011 2013 or 8¼% 12% Senior Notes, Series B, due 2011 2013 of the Company that may be issued from time to time under the Indenture subsequent to December June 13, 2004 2003 (herein called “"Additional Securities”Notes") and (iii) if and when issued, the Company’s 8¼% 's 12% Senior Notes, Series B, due 2011 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with affiliates, affiliate transactionsmergers and consolidations, payments for consent, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Company attains Investment Grade Status. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Parent and/or the Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. This Series C Bond is one of the bonds of the Company known as its First Mortgage Bonds (the “Bonds”), issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust, dated as of February 1, 1996, duly executed by the Company to State Street Bank and Trust Company, a banking corporation organized under the laws of The Company Commonwealth of Massachusetts, Trustee (“Trustee”), and indentures supplemental thereto, heretofore or hereafter executed, to which General Mortgage Indenture and Deed of Trust and all indentures supplemental thereto (collectively referred to as the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the Securities under an rights of the owners of the Bonds and the Trustee in respect of such security. As provided in the Indenture, the Bonds may be in various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this Bond is one of a series entitled “8.25% Series C First Mortgage Bonds due 2003”, created by a First Supplemental Indenture dated as of December 13February 1, 2004 (1996, as it may be amended or supplemented from time to time provided for in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor and the Trustee. The terms of the Securities Series C Bonds include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. U.S. Code §§ §77aaa-77bbbb) (the “Act”), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Series C Bonds are subject to all terms and provisions of the Indentureto, and Securityholders qualified by, all such terms, certain of which are summarized herein, and Holders of Series C Bonds are referred to the Indenture and the Act for a statement of those such terms. The Securities are general unsecured, senior obligations Indenture authorizes the issuance of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Senior Notes, Series A, due 2011 referred up to in the Indenture. The Securities include (i) $150,000,000 aggregate principal amount of Series C Bonds, although the Company’s 8¼% Senior Notes, Series A, due 2011 issued under the Indenture on December 13, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Senior Notes, Series A, due 2011 or 8¼% Senior Notes, Series B, due 2011 amount of the Company that Bonds which may be issued from time to time under the Indenture subsequent to December 13, 2004 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisis unlimited.

Indenture. The Company Issuer issued the Securities Notes under an Indenture Indenture, dated as of December 1310, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Citadel Broadcasting Corporation, Wilmington Trust Company (the Company, the Subsidiary Guarantor “Trustee”) and the TrusteeAgent. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are general unsecured, senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 7.75% Senior Notes, Series B, due 2018 referred to in the Indenture. The Notes include (i) $400,000,000 principal amount of the Issuer’s 7.75% Senior Notes, Series A, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 aggregate principal amount of the Company’s 8¼% Senior Notes, Series A, due 2011 2018 issued under the Indenture on December 1310, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) if and when issued, additional 8¼% 7.75% Senior Notes, Series A, due 2011 2018 or 8¼% 7.75% Senior Notes, Series B, due 2011 2018 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 1310, 2004 2010 (herein called the “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 7.75% Senior Notes, Series B, due 2011 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the IndentureIndenture and the Security Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13April 18, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 9.25% Senior Notes, Series A, due 2011 2010 referred to in the Indenture. The Securities include (i) $150,000,000 250,000,000 aggregate principal amount of the Company’s 8¼% 's 9.25% Senior Notes, Series A, due 2011 2010 issued under the Indenture on December 13April 18, 2004 2002 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 9.25% Senior Notes, Series A, due 2011 2010 or 8¼% 9.25% Senior Notes, Series BS, due 2011 2010 of the Company that may be issued from time to time under the Indenture subsequent to December 13April 18, 2004 2002 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 9.25% Senior Notes, Series BS, due 2011 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 the Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Service (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). Notwithstanding the foregoing, if at any time the Company's credit rating is downgraded from Investment Grade Status, such limitations shall be reinstated in full force and effect to the same extent as though the Company had never attained Investment Grade Status. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesSubsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13February 8, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Senior Secured Notes, Series A, due 2011 2015 referred to in the Indenture. The Securities include (i) $150,000,000 400,000,000 aggregate principal amount of the Company’s 8¼% Senior Secured Notes, Series A, due 2011 2015 issued under the Indenture on December 13February 8, 2004 2010 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Senior Secured Notes, Series A, due 2011 2015 or 8¼% Senior Secured Notes, Series B, due 2011 2015 of the Company that may be issued from time to time under the Indenture subsequent to December 13February 8, 2004 2010 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Secured Notes, Series B, due 2011 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateNote Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the 2051 Notes as a Series of Securities under an the Indenture dated as of December 135, 2004 2019 (the “Base Indenture”) between the Company and Trustee, as it may be amended or supplemented from time to time in accordance by the Third Supplemental Indenture, dated as of March 24, 2021 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto, herein called the “Indenture”), ) among the Company, Diamondback O&G LLC, a Delaware limited liability company (the “Subsidiary Guarantor Guarantor”), and the Trustee. The terms of the Securities 2051 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 2051 Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, senior obligations In the event of any inconsistency between the terms of this 2051 Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of securities 2051 Notes that may be authenticated and delivered under the Indenture is unlimited. This Security 2051 Note is one of the 8¼% 4.400% Senior Notes, Series A, Notes due 2011 2051 referred to in the Indenture. The Securities 2051 Notes include (i) $150,000,000 650,000,000 aggregate principal amount of the Company’s 8¼% 4.400% Senior Notes, Series A, Notes due 2011 2051 issued under the Indenture on December 13March 24, 2004 2021 in an offering registered under the Securities Act (herein called the “Initial SecuritiesNotes”), and (ii) if and when issued, an unlimited principal amount of additional 8¼% 4.400% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 of the Company 2051 that may be issued from time to time time, under the Indenture Indenture, subsequent to December 13March 24, 2004 2021 (herein called the “Additional Securities”) and (iii) if and when issuedNotes” and, together with the Initial Notes, the Company’s 8¼% Senior “2051 Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class Series of securities under Securities for all purposes of 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13August 11, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor 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 general unsecured, senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 9.000% Senior Notes, Series A, due 2011 2022 referred to in the Indenture. The Securities include (i) $150,000,000 300,000,000 aggregate principal amount of the Company’s 8¼% 9.000% Senior Notes, Series A, due 2011 2022 issued under the Indenture on December 13August 11, 2004 2014 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 9.000% Senior Notes, Series A, due 2011 2022 or 8¼% 9.000% Senior Notes, Series B, due 2011 2022 of the Company that may be issued from time to time under the Indenture subsequent to December 13August 11, 2004 2014 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% 9.000% Senior Notes, Series B, due 2011 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13May 14, 2004 2007 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior unsecured obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 7.375% Senior Notes, Series A, Notes due 2011 2015 referred to in the Indenture. The Securities include (i) $150,000,000 200,000,000 aggregate principal amount of the Company’s 8¼% 7.375% Senior Notes, Series A, Notes due 2011 2015 issued under the Indenture on December 13May 14, 2004 2007 (herein called “Initial Securities”), (ii) if and when issued, an unlimited principal amount of additional 8¼% 7.375% Senior Notes, Series A, Notes due 2011 2015 in a non-registered or 8¼% Senior Notes, Series B, due 2011 registered offering of the Company Company, that may be issued offered from time to time under the Indenture subsequent to December 13, 2004 the Issue Date (herein called the “Additional Securities”) ), and (iii) if and when issued, the Company’s 8¼% 7.375% Senior NotesNotes due 2015, Series B, due 2011 that may be issued from time to time under the Indenture if and when issued in exchange for Initial Securities or any Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement Agreement, the Company’s 7.375% Senior Notes due 2015 registered under the Securities Act (herein called the “Exchange Securities” and, together with the Initial Securities and any Additional Securities, the “Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations, among other things. The Indenture also imposes requirements with respect to the provision of financial information and permits the provision suspension of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, covenants if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisobtains an Investment Grade Rating.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13March 17, 2004 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 5.625% Senior Notes, Series AB, due 2011 2023 referred to in the Indenture. The Securities include (i) $150,000,000 750,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 5.625% Senior Notes, Series A, due 2011 2023 issued under the Indenture on December 13March 17, 2004 2015 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 5.625% Senior Notes, Series A, due 2011 2023 or 8¼% 5.625% Senior Notes, Series B, due 2011 2023 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13March 17, 2004 2015 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 5.625% Senior Notes, Series B, due 2011 2023 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of December 13, 2004 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of April 18, 2024 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantor Guarantor”), and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 5.750% Senior Notes, Series A, Notes due 2011 2054 referred to in the Indenture. The Securities Notes include (i) $150,000,000 1,500,000,000 aggregate principal amount of the Company’s 8¼% 5.750% Senior Notes, Series A, Notes due 2011 2054 issued under the Indenture on December 13April 18, 2004 2024 in an offering registered under the Securities Act (herein called the “Initial SecuritiesNotes”), and (ii) if and when issued, an unlimited principal amount of additional 8¼% 5.750% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 of the Company 2054 that may be issued from time to time time, under the Indenture Indenture, subsequent to December 13April 18, 2004 2024 (herein called the “Additional Securities”) and (iii) if and when issuedNotes” and, together with the Initial Notes, the Company’s 8¼% Senior “Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under Securities for all purposes of 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company Issuer issued the Securities Notes under an Indenture Indenture, dated as of December 1310, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Citadel Broadcasting Corporation, Wilmington Trust Company (the Company, the Subsidiary Guarantor “Trustee”) and the TrusteeAgent. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are general unsecured, senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 7.75% Senior Notes, Series A, due 2011 2018 referred to in the Indenture. The Securities Notes include (i) $150,000,000 aggregate 400,000,000 principal amount of the CompanyIssuer’s 8¼% 7.75% Senior Notes, Series A, due 2011 2018 issued under the Indenture on December 1310, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) if and when issued, additional 8¼% 7.75% Senior Notes, Series A, due 2011 2018 or 8¼% 7.75% Senior Notes, Series B, due 2011 2018 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 1310, 2004 2010 (herein called the “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 7.75% Senior Notes, Series B, due 2011 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the IndentureIndenture and the Security Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13March 17, 2004 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 5.625% Senior Notes, Series A, due 2011 2023 referred to in the Indenture. The Securities include (i) $150,000,000 750,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 5.625% Senior Notes, Series A, due 2011 2023 issued under the Indenture on December 13March 17, 2004 2015 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 5.625% Senior Notes, Series A, due 2011 2023 or 8¼% 5.625% Senior Notes, Series B, due 2011 2023 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13March 17, 2004 2015 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 5.625% Senior Notes, Series B, due 2011 2023 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture Indenture, dated as of December 13March 30, 2004 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Guarantors, the Trustee and the TrusteeNotes Collateral Agent. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”), although the Indenture is not required to be qualified under the Act. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 7.75% Second Lien Senior Notes, Series A, Secured Notes due 2011 2020 referred to in the Indenture. The Securities Notes include (i) $150,000,000 544,156,000 aggregate principal amount of the Company’s 8¼% 7.75% Second Lien Senior Notes, Series A, Secured Notes due 2011 2020 issued under the Indenture on December 13March 30, 2004 2015 (herein called “Initial SecuritiesNotes”), ) and (ii) if and when issued, additional 8¼% 7.75% Second Lien Senior Notes, Series A, Secured Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2020 of the Company that may be issued from time to time under the Indenture subsequent to December 13March 30, 2004 2015 (herein called “Additional SecuritiesNotes”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in Section 2.01 of the Registration Rights Agreement (herein called “Exchange Securities”)Indenture. The Initial Securities, Notes and Additional Securities and Exchange Securities Notes are treated as a single class of securities under the IndentureIndenture and shall be secured by second-priority and third-priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations restrictions on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries secured debt and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities Notes and all other amounts payable by the Company under the Indenture Indenture, the Notes and the Securities Collateral Documents (including expenses and indemnification) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have fullyas primary obligors and not merely as sureties, irrevocably and unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior secured basis, all such obligations pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture Indenture, dated as of December 1319, 2004 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Guarantors, the Trustee and the TrusteeFirst Lien Notes Collateral Agent. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”), although the Indenture is not required to be qualified under the Act. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 4.875% Senior Notes, Series A, Secured Notes due 2011 2024 referred to in the Indenture. The Securities Notes include (i) $150,000,000 400,000,000 aggregate principal amount of the Company’s 8¼% 4.875% Senior Notes, Series A, Secured Notes due 2011 2024 issued under the Indenture on December 1319, 2004 2017 (herein called “Initial SecuritiesNotes”), ) and (ii) if and when issued, additional 8¼% 4.875% Senior Notes, Series A, Secured Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2024 of the Company that may be issued from time to time under the Indenture subsequent to December 1319, 2004 2017 (herein called “Additional SecuritiesNotes”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in ‎Section 2.01 of the Registration Rights Agreement (herein called “Exchange Securities”)Indenture. The Initial Securities, Notes and Additional Securities and Exchange Securities Notes are treated as a single class of securities under the IndentureIndenture and shall be secured by first-priority and second-priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations restrictions on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities Notes and all other amounts payable by the Company under the Indenture Indenture, the Notes and the Securities Collateral Documents (including expenses and indemnification) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have fullyas primary obligors and not merely as sureties, irrevocably and unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior secured basis, all such obligations pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13May 6, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 5.125% Senior Notes, Series A, due 2011 2022 referred to in the Indenture. The Securities include (i) $150,000,000 600,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 5.125% Senior Notes, Series A, due 2011 2022 issued under the Indenture on December 13May 6, 2004 2014 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 5.125% Senior Notes, Series A, due 2011 2022 or 8¼% 5.125% Senior Notes, Series B, due 2011 2022 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13May 6, 2004 2014 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 5.125% Senior Notes, Series B, due 2011 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of December 13, 2004 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of April 18, 2024 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantor Guarantor”), and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 5.200 Senior Notes, Series A, Notes due 2011 2027 referred to in the Indenture. The Securities Notes include (i) $150,000,000 850,000,000 aggregate principal amount of the Company’s 8¼% 5.200% Senior Notes, Series A, Notes due 2011 2027 issued under the Indenture on December 13April 18, 2004 2024 in an offering registered under the Securities Act (herein called the “Initial SecuritiesNotes”), and (ii) if and when issued, an unlimited principal amount of additional 8¼% 5.200% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 of the Company 2027 that may be issued from time to time time, under the Indenture Indenture, subsequent to December 13April 18, 2004 2024 (herein called the “Additional Securities”) and (iii) if and when issuedNotes” and, together with the Initial Notes, the Company’s 8¼% Senior “Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under Securities for all purposes of 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13March 15, 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 Guarantor Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”; provided, however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 7% Senior Notes, Series A, Notes due 2011 2015 referred to in the Indenture. The Securities include (i) $150,000,000 aggregate principal amount of the Company’s 8¼% 7% Senior Notes, Series A, Notes due 2011 2015 issued under the Indenture on December 13March 15, 2004 2005 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 7% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2015 of the Company that may be issued from time to time under the Indenture subsequent to December 13March 15, 2004 2005 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% 7% Senior Notes, Series B, Notes due 2011 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liensLiens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, such obligations on a unsecured senior basis pursuant to each Holder the terms of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisIndenture.

Indenture. This Series B Bond is one of the bonds of the Company known as its First Mortgage Bonds (the “Bonds”), issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust, dated as of February 1, 1996, duly executed by the Company to State Street Bank and Trust Company, a banking corporation organized under the laws of The Company Commonwealth of Massachusetts, Trustee (“Trustee”), and indentures supplemental thereto, heretofore or hereafter executed, to which General Mortgage Indenture and Deed of Trust and all indentures supplemental thereto (collectively referred to as the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the Securities under an rights of the owners of the Bonds and the Trustee in respect of such security. As provided in the Indenture, the Bonds may be in various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this Bond is one of a series entitled “7.75% Series B First Mortgage Bonds due 2001”, created by aFirst Supplemental Indenture dated as of December 13February 1, 2004 (1996, as it may be amended or supplemented from time to time provided for in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor and the Trustee. The terms of the Securities Series B Bonds include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. U.S. Code §§ §77aaa-77bbbb) (the “Act”), as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Series B Bonds are subject to all terms and provisions of the Indentureto, and Securityholders qualified by, all such terms, certain of which are summarized herein, and Holders of Series B Bonds are referred to the Indenture and the Act for a statement astatement of those such terms. The Securities are general unsecured, senior obligations Indenture authorizes the issuance of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Senior Notes, Series A, due 2011 referred up to in the Indenture. The Securities include (i) $150,000,000 aggregate principal amount of Series B Bonds, although the Company’s 8¼% Senior Notes, Series A, due 2011 issued under the Indenture on December 13, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Senior Notes, Series A, due 2011 or 8¼% Senior Notes, Series B, due 2011 amount of the Company that Bonds which may be issued from time to time under the Indenture subsequent to December 13, 2004 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisis unlimited.

Indenture. The Company issued the Securities under an Indenture dated as of December 13August 24, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Senior Notes, Series A, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 136,000,000 aggregate principal amount at maturity of the Company’s 8¼% 12¼% Senior Discount Notes, Series A, due 2011 2012 issued under the Indenture on December 13August 24, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 12¼% Senior Discount Notes, Series A, due 2011 2012 or 8¼% 12¼% Senior Discount Notes, Series B, due 2011 2012 of the Company that may be issued from time to time under the Indenture subsequent to December 13August 24, 2004 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% 12¼% Senior Discount Notes, Series B, due 2011 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. This is one of the [Initial] [Additional] Securities. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Restricted Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liensLiens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict 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 and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisRestricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of December 13May 18, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Senior Secured Notes, Series AB, due 2011 2020 referred to in the Indenture. The Securities include (i) $150,000,000 450,000,000 aggregate principal amount of the Company’s 8¼% Senior Secured Notes, Series A, due 2011 2020 issued under the Indenture on December 13May 18, 2004 2012 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Senior Secured Notes, Series A, due 2011 2020 or 8¼% Senior Secured Notes, Series B, due 2011 2020 of the Company that may be issued from time to time under the Indenture subsequent to December 13May 18, 2004 2012 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Secured Notes, Series B, due 2011 2020 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateNote Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13May 18, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Senior Secured Notes, Series A, due 2011 2020 referred to in the Indenture. The Securities include (i) $150,000,000 450,000,000 aggregate principal amount of the Company’s 8¼% Senior Secured Notes, Series A, due 2011 2020 issued under the Indenture on December 13May 18, 2004 2012 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Senior Secured Notes, Series A, due 2011 2020 or 8¼% Senior Secured Notes, Series B, due 2011 2020 of the Company that may be issued from time to time under the Indenture subsequent to December 13May 18, 2004 2012 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Secured Notes, Series B, due 2011 2020 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateNote Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company has issued the Securities under an Indenture dated as of December 13March 30, 2004 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as Act. Terms defined in effect on the date of the Indenture (the “Act”). Capitalized terms and used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 8.000% Senior Notes, Series A, due 2011 2023 referred to in the Indenture. The Securities include (i) $150,000,000 500,000,000 aggregate principal amount of the Company’s 8¼% 8.000% Senior Notes, Series A, due 2011 2023 issued under the Indenture on December 13March 30, 2004 2015 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 8.000% Senior Notes, Series A, due 2011 2023 or 8¼% 8.000% Senior Notes, Series B, due 2011 2023 of the Company that may be issued from time to time under the Indenture subsequent to December 13March 30, 2004 2015 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% 8.000% Senior Notes, Series B, due 2011 2023 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture Indenture, the Securities and the Securities applicable Registration Rights Agreement when and as the same shall be due and payable, whether at maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13November 17, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 9.375% Senior Notes, Series A, due 2011 2017 referred to in the Indenture. The Securities include (i) $150,000,000 375,000,000 aggregate principal amount of the Company’s 8¼% Issuer's 9.375% Senior Notes, Series A, due 2011 2017 issued under the Indenture on December 13November 17, 2004 2009 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 9.375% Senior Notes, Series A, due 2011 2017 or 8¼% 9.375% Senior Notes, Series B, due 2011 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13November 17, 2004 2009 (herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% Issuer's 9.375% Senior Notes, Series B, due 2011 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of December June 13, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Noteholders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that Notes which may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 12% Senior Notes, Series A, due 2011 2013 referred to in the Indenture. The Securities Notes include (i) $150,000,000 258,000,000 aggregate principal amount of the Company’s 8¼% 's 12% Senior Notes, Series A, due 2011 2013 issued under the Indenture on December June 13, 2004 2003 (herein called “"Initial Securities”Notes"), (ii) if and when issued, additional 8¼% 12% Senior Notes, Series A, due 2011 2013 or 8¼% 12% Senior Notes, Series B, due 2011 2013 of the Company that may be issued from time to time under the Indenture subsequent to December June 13, 2004 2003 (herein called “"Additional Securities”Notes") and (iii) if and when issued, the Company’s 8¼% 's 12% Senior Notes, Series B, due 2011 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, sale-leaseback transactionstransactions with affiliates, affiliate transactionsmergers and consolidations, payments for consent, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Company attains Investment Grade Status. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries Subsidiaries and requires the consummation of mergers and consolidations. The Indenture also imposes requirements with respect Parent and/or the Company to make available SEC information to the provision of financial information and the provision of guarantees of the Securities by Holders as well as requiring certain subsidiaries. To Restricted Subsidiaries to guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company obligations under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13January 31, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 6.250% Senior Subordinated Notes, Series A, due 2011 2021 referred to in the Indenture. The Securities include (i) $150,000,000 210,000,000 aggregate principal amount of the Company’s 8¼% 6.250% Senior Subordinated Notes, Series A, due 2011 2021 issued under the Indenture on December 13January 31, 2004 2013 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 6.250% Senior Subordinated Notes, Series A, due 2011 2021 or 8¼% 6.250% Senior Subordinated Notes, Series B, due 2011 2021 of the Company that may be issued from time to time under the Indenture subsequent to December 13January 31, 2004 2013 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% 6.250% Senior Subordinated Notes, Series B, due 2011 2021 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee Trustee, the Guarantor Obligations pursuant to Article X XI of the Indenture on a senior subordinated basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13April 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 Guarantor 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 general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 6.25% Senior Notes, Series A, due 2011 2013 referred to in the Indenture. The Securities include (i) $150,000,000 200,000,000 aggregate principal amount of the Company’s 8¼% 's 6.25% Senior Notes, Series A, due 2011 2013 issued under the Indenture on December 13April 15, 2004 2003 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 6.25% Senior Notes, Series A, due 2011 2013 or 8¼% 6.25% Senior Notes, Series B, due 2011 2013 of the Company that may be issued from time to time under the Indenture subsequent to December 13April 15, 2004 2003 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 6.25% Senior Notes, Series B, due 2011 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtednesson, the making of restricted paymentsand certain requirements with respect to, the sale of assets and subsidiary stockamong other things, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionsguarantees of the Securities, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict 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 subsidiariestransactions with Affiliates. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of December 13, 2004 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of April 18, 2024 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantor Guarantor”), and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 5.900% Senior Notes, Series A, Notes due 2011 2064 referred to in the Indenture. The Securities Notes include (i) $150,000,000 1,000,000,000 aggregate principal amount of the Company’s 8¼% 5.900% Senior Notes, Series A, Notes due 2011 2064 issued under the Indenture on December 13April 18, 2004 2024 in an offering registered under the Securities Act (herein called the “Initial SecuritiesNotes”), and (ii) if and when issued, an unlimited principal amount of additional 8¼% 5.900% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 of the Company 2064 that may be issued from time to time time, under the Indenture Indenture, subsequent to December 13April 18, 2004 2024 (herein called the “Additional Securities”) and (iii) if and when issuedNotes” and, together with the Initial Notes, the Company’s 8¼% Senior “Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under Securities for all purposes of 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company Issuers issued the Securities Notes under an Indenture dated as of December 131, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantor Guarantors party thereto (the “Subsidiary Guarantors”), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as collateral agent (in such capacity, the Trustee“Collateral Agent”). The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are general unsecured, senior secured obligations of the CompanyIssuers. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 10.50% Senior Secured Notes, Series A, due 2011 2017 referred to in the Indenture. The Securities Notes include (i) $150,000,000 aggregate 290,000,000 principal amount of the Company’s 8¼% Issuers’ 10.50% Senior Secured Notes, Series A, due 2011 2017 issued under the Indenture on December 131, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) if and when issuedissued in accordance with the terms of the Indenture, additional 8¼% 10.50% Senior Secured Notes, Series A, due 2011 2017 or 8¼% 10.50% Senior Secured Notes, Series B, due 2011 2017 of the Company that Issuers that, in each case, may be issued from time to time under the Indenture subsequent to December 131, 2004 2010 (herein called the “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issuedissued in accordance with the terms of the Indenture, the Company’s 8¼% Issuers’ 10.50% Senior Secured Notes, Series B, due 2011 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes that are Restricted Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisSecurity Documents.

Indenture. The Company issued the Securities under an Indenture dated as of December 13, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor 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 general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Senior Notes, Series AB, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 aggregate principal amount of the Company’s 8¼% Senior Notes, Series A, due 2011 issued under the Indenture on December 13, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Senior Notes, Series A, due 2011 or 8¼% Senior Notes, Series B, due 2011 of the Company that may be issued from time to time under the Indenture subsequent to December 13, 2004 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13May 6, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 5.125% Senior Notes, Series AB, due 2011 2022 referred to in the Indenture. The Securities include (i) $150,000,000 600,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 5.125% Senior Notes, Series A, due 2011 2022 issued under the Indenture on December 13May 6, 2004 2014 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 5.125% Senior Notes, Series A, due 2011 2022 or 8¼% 5.125% Senior Notes, Series B, due 2011 2022 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13May 6, 2004 2014 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 5.125% Senior Notes, Series B, due 2011 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13March 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 Guarantor 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 general unsecured, secured senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 8¼% 9¾% Senior Secured Notes, Series A, due 2011 2010 referred to in the Indenture. The Securities include (i) $150,000,000 162,000,000 aggregate principal amount of the Company’s 8¼% 9¾% Senior Secured Notes, Series A, due 2011 2010 issued under the Indenture on December 13March 12, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 9¾% Senior Secured Notes, Series A, due 2011 2010 or 8¼% 9¾% Senior Secured Notes, Series B, due 2011 2010 of the Company that may be issued from time to time under the Indenture subsequent to December 13March 12, 2004 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% 9¾% Senior Secured Notes, Series B, due 2011 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 the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the IndentureIndenture 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 Indenture, the Securities, the Registration Rights Agreement, the Collateral Documents and the Securities 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 fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to each Holder the terms of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisIndenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13October 6, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, secured senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimitedunlimited provided that at least 80% 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 8¼% 10 3/8% Senior Secured Notes, Series A, due 2011 2010 referred to in the Indenture. The Securities include (i) $150,000,000 210,000,000 aggregate principal amount of the Company’s 8¼% 's 10 3/8% Senior Secured Notes, Series A, due 2011 2010 issued under the Indenture on December 13October 6, 2004 2003 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 10 3/8% Senior Secured Notes, Series A, due 2011 2010 or 8¼% 10 3/8% Senior Secured Notes, Series B, due 2011 2010 of the Company that may be issued from time to time under the Indenture subsequent to December 13October 6, 2004 2003 (herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% 's 10 3/8% Senior Secured Notes, Series B, due 2011 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 the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the IndentureIndenture and shall be secured by first-priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13April 12, 2004 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture. The Issuer is not be required to offer to exchange the Securities for notes registered under the Securities Act or otherwise register or qualify by prospectus the Securities for resale under the Securities Act. The Indenture and those made part of the Indenture by reference to will not be qualified under the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (as in effect on the date of the Indenture (Indenture, the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of this Security and the Indenture, the terms of the Indenture shall govern and control. The Securities are general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 6.875% Senior Notes, Series A, Notes due 2011 2022 referred to in the Indenture. The Securities include (i) $150,000,000 700,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 6.875% Senior Notes, Series A, Notes due 2011 2022 issued under the Indenture on December 13April 12, 2004 2017 (herein called “Initial Securities”), ) and (ii) if and when issued, additional 8¼% 6.875% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2022 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13April 12, 2004 2017 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in Section 2.1(a) of the Registration Rights Agreement (herein called “Exchange Securities”)Indenture. The Initial Securities, Additional Securities and Exchange Additional Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from certain restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of December October 13, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuers. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 9 5/8% Senior Notes, Series A, Notes due 2011 2018 referred to in the Indenture. The Securities include (i) $150,000,000 300,000,000 aggregate principal amount of the Company’s 8¼% Issuers’ 9 5/8% Senior Notes, Series A, Notes due 2011 2018 issued under the Indenture on December October 13, 2004 2010 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 9 5/8% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2018 of the Company Issuers that may be issued from time to time under the Indenture subsequent to December October 13, 2004 2010 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% Issuers’ 9 5/8% Senior Notes, Series B, Notes due 2011 2018 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of December 1323, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantor 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 Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior obligations of the CompanyIssuers. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 7.375% Senior Notes, Series A, due 2011 2013 referred to in the Indenture. The Securities include (i) $150,000,000 850,000,000 aggregate principal amount of the Company’s 8¼% Issuers’ 7.375% Senior Notes, Series A, due 2011 2013 issued under the Indenture on December 1323, 2004 2005 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 7.375% Senior Notes, Series A, due 2011 2013 or 8¼% 7.375% Senior Notes, Series B, due 2011 2013 of the Company Issuers that may be issued from time to time under the Indenture subsequent to December 1323, 2004 2005 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Issuers’ 7.375% Senior Notes, Series B, due 2011 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and subsidiaries, the consummation of mergers and consolidations, entering new lines of business, restrictions on the activities of the Corp. Co-Issuer and activities prior to the Emergence Date. 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 and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior unsecured basis.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of December 13June 27, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuers, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, unsecured senior obligations of the CompanyIssuers. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 10 3/8% Senior Notes, Series A, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 405,000,000 aggregate principal amount of the Company’s 8¼% Issuers' 10 3/8% Senior Notes, Series A, due 2011 issued under the Indenture on December 13June 27, 2004 2003 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 10 3/8% Senior Notes, Series A, due 2011 or 8¼% 10 3/8% Senior Notes, Series B, due 2011 of the Company Issuers that may be issued from time to time under the Indenture subsequent to December 13June 27, 2004 2003 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% Issuers' 10 3/8% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 1321, 2004 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 5.0% Senior Notes, Series A, due 2011 2025 referred to in the Indenture. The Securities include (i) $150,000,000 600,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 5.0% Senior Notes, Series A, due 2011 2025 issued under the Indenture on December 1321, 2004 2016 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 5.0% Senior Notes, Series A, due 2011 2025 or 8¼% 5.0% Senior Notes, Series B, due 2011 2025 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 1321, 2004 2016 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 5.0% Senior Notes, Series B, due 2011 2025 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13June 16, 2004 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Floating Rate Senior Secured Notes, Series AB, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 306,000,000 aggregate principal amount of the Company’s 8¼% Floating Rate Senior Secured Notes, Series A, due 2011 issued under the Indenture on December 13June 16, 2004 2006 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Floating Rate Senior Secured Notes, Series A, due 2011 or 8¼% Floating Rate Senior Secured Notes, Series B, due 2011 of the Company that may be issued from time to time under the Indenture subsequent to December 13June 16, 2004 2006 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Floating Rate Senior Secured Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateNote Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13July 15, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Trust Indenture Act”"; provided, however, that in the event the Trust Indenture Act is amended after such date, "Trust Indenture Act" shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 10-5/8% Senior Notes, Series A, Notes due 2011 2014 referred to in the Indenture. The Securities include (i) $150,000,000 250,000,000 aggregate principal amount of the Company’s 8¼% 's 10-5/8% Senior Notes, Series A, Notes due 2011 2014 issued under the Indenture on December 13July 15, 2004 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 10-5/8% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2014 of the Company that may be issued from time to time under the Indenture subsequent to December 13July 15, 2004 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 10-5/8% Senior Notes, Series B, Notes due 2011 2014 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict 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 and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisRestricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of December 13November 2, 2004 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor 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 general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 10% Senior Notes, Series A, due 2011 2008 referred to in the Indenture. The Securities include (i) $150,000,000 250,000,000 aggregate principal amount of the Company’s 8¼% 's 10% Senior Notes, Series A, due 2011 2008 issued under the Indenture on December 13November 2, 2004 2001 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 10% Senior Notes, Series A, due 2011 2008 or 8¼% 10% Senior Notes, Series B, due 2011 2008 of the Company that may be issued from time to time under the Indenture subsequent to December 13November 2, 2004 2001 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 10% Senior Notes, Series B, due 2011 2008 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Service (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesSubsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13June 24, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor 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 general unsecured, senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 103/4% Senior Notes, Series A, due 2011 2012 referred to in the Indenture. The Securities include (i) $150,000,000 112,000,000 aggregate principal amount of the Company’s 8¼% 's 103/4% Senior Notes, Series A, due 2011 2012 issued under the Indenture on December 13June 24, 2004 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 103/4% Senior Notes, Series A, due 2011 2012 or 8¼% 103/4% Senior Notes, Series B, due 2011 2012 of the Company that may be issued from time to time under the Indenture subsequent to December 13June 24, 2004 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 103/4% Senior Notes, Series B, due 2011 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13March 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 Guarantor 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 general unsecured, secured senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited, provided that the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 8¼% 9¾% Senior Secured Notes, Series A, due 2011 2010 referred to in the Indenture. The Securities include (i) $150,000,000 162,000,000 aggregate principal amount of the Company’s 8¼% 9¾% Senior Secured Notes, Series A, due 2011 2010 issued under the Indenture on December 13March 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 , 2007 (the “2007 Notes”), (iii) if and when issued, additional 8¼% 9¾% Senior Secured Notes, Series A, due 2011 2010 or 8¼% 9¾% Senior Secured Notes, Series B, due 2011 2010 of the Company that may be issued from time to time under the Indenture subsequent to December 13March 12, 2004 (together, with the 2007 Notes, herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iiiiv) if and when issued, the Company’s 8¼% 9¾% Senior Secured Notes, Series B, due 2011 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 the Registration Rights Agreement 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 IndentureIndenture 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 Indenture, the Securities, the Collateral Documents and the Securities 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 fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to each Holder the terms of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisIndenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13February 4, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are 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. This Security is one of the 8¼% 10¾% Senior Subordinated Notes, Series A, due 2011 2015 referred to in the Indenture. The Securities include (i) $150,000,000 152,000,000 aggregate principal amount of the Company’s 8¼% 10¾% Senior Subordinated Notes, Series A, due 2011 2015 issued under the Indenture on December 13February 4, 2004 2005 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 10¾% Senior Subordinated Notes, Series A, due 2011 2015 or 8¼% 10¾% Senior Subordinated Notes, Series B, due 2011 2015 of the Company that may be issued from time to time under the Indenture subsequent to December 13February 4, 2004 2005 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% 10¾% Senior Subordinated Notes, Series B, due 2011 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have Guarantors, if any, will fully, unconditionally and irrevocably Guaranteed Guarantee (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X XI of the Indenture on a senior subordinated basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13April 14, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Securities Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 10-1/2% Senior Notes, Series AB, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 126,530,000 aggregate principal amount of the Company’s 8¼% 's 10-1/2% Senior Notes, Series A, due 2011 issued under the Indenture on December 13April 14, 2004 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 10-1/2% Senior Notes, Series A, due 2011 or 8¼% 10-1/2% Senior Notes, Series B, due 2011 of the Company that may be issued from time to time under the Indenture subsequent to December 13April 14, 2004 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 10-1/2% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Securities Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateSecurities Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Series A Convertible Debentures under an Indenture dated as of December 13August , 2004 1998 be- tween the Company and the Trustee as supplemented by the first Supplemental Indenture dated as of August , 1998 between the Company and the Trustee (said Indenture, as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the “"Indenture”"), among . This Series A Convertible Debenture is one of an issue of Securities of the Company, Company issued under the Subsidiary Guarantor and the TrusteeIndenture. The terms of the Securities Series A Convertible Debentures include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ U.S. Code xx.xx. 77aaa-77bbbb) as in effect on the date of amended from time to time. The Series A Convertible Debentures are subject to all such terms, and Series A Convertible Debentureholders are referred to the Indenture (the “Act”)and such Act for a statement of them. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto set forth in the Indenture. The Securities 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 Series A Convertible Debentures are general unsecured, senior unsecured obligations of the Company subordinated in right of payment to all [Senior Indebtedness] of the Company. The , limited in aggregate principal amount to [$200,000,000]; provided, however, that in the event the Company sells any Series A Convertible Debentures pursuant to the over-allotment option (the "Over-Allotment Option") granted pursuant to the Underwriting Agreement dated August , 1998 between the Company, Xxxxx Xxxxxx Inc., X.X. Xxxxxx Securities, Inc., Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxx Xxxxxxx & Co. Incorporated, PaineWebber Incorporated and X.X. Xxxxxxxxx, Towbin, then the Trustee shall authenticate and deliver Series A Convertible Debentures for original issue in an aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Senior Notes, Series A, due 2011 referred $[200,000,000] plus up to in the Indenture. The Securities include (i) $150,000,000 [30,000,000] aggregate principal amount of Series A Convertible Debentures sold pursuant to the Company’s 8¼% Senior Notes, Series A, due 2011 issued under Over-Allotment Option. The Indenture limits the Indenture on December 13, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Senior Notes, Series A, due 2011 or 8¼% Senior Notes, Series B, due 2011 ability of the Company that may be issued from time and its Subsidiaries to time under the Indenture subsequent to December 13, 2004 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class incur additional tiers of securities under 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisjunior subordinated Debt.

Indenture. The Company issued the Securities under an Indenture dated as of December 1318, 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 Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 8½% Senior Notes, Series A, Notes due 2011 2013 referred to in the Indenture. The Securities include (i) $150,000,000 580,000,000 aggregate principal amount of the Company’s 8¼% 8½% Senior Notes, Series A, Notes due 2011 2013 issued under the Indenture on December 1318, 2004 2003 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 8½% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2013 of the Company that may be issued from time to time under the Indenture subsequent to December 1318, 2004 2003 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% 8½% Senior Notes, Series B, Notes due 2011 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the applicable Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee)guarantee, jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13October 23, 2004 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “"Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that Securities which may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 8% Senior Notes, Series AB, due 2011 2009 referred to in the Indenture. The Securities include (i) $150,000,000 300,000,000 aggregate principal amount of the Company’s 8¼% 's 8% Senior Notes, Series A, due 2011 2009 issued under the Indenture on December 13October 23, 2004 2001 (herein called “"Initial Securities”Notes"), (ii) if and when issued, additional 8¼% 8% Senior Notes, Series A, due 2011 2009 or 8¼% 8% Senior Notes, Series B, due 2011 2009 of the Company that may be issued from time to time under the Indenture subsequent to December 13October 23, 2004 2001 (herein called “"Additional Securities”Notes") and (iii) if and when issued, the Company’s 8¼% 's 8% Senior Notes, Series B, due 2011 2009 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial SecuritiesNotes, Additional Securities Notes and Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations will no longer be in effect if the Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating Services (or its successors) and "Baa3" or higher from Xxxxx'x Investors Service, Inc. (or its successors). In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Subsidiaries to enter into of agreements that restrict 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 and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisSubsidiaries.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13November 5, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 5.375% Senior Notes, Series A, due 2011 2021 referred to in the Indenture. The Securities include (i) $150,000,000 1,000,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 5.375% Senior Notes, Series A, due 2011 2021 issued under the Indenture on December 13November 5, 2004 2013 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 5.375% Senior Notes, Series A, due 2011 2021 or 8¼% 5.375% Senior Notes, Series B, due 2011 2021 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13November 5, 2004 2013 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 5.375% Senior Notes, Series B, due 2011 2021 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13June 24, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, the Subsidiary Guarantor 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 general unsecured, senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 103/4% Senior Notes, Series AB, due 2011 2012 referred to in the Indenture. The Securities include (i) $150,000,000 112,000,000 aggregate principal amount of the Company’s 8¼% 's 103/4% Senior Notes, Series A, due 2011 2012 issued under the Indenture on December 13June 24, 2004 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 103/4% Senior Notes, Series A, due 2011 2012 or 8¼% 103/4% Senior Notes, Series B, due 2011 2012 of the Company that may be issued from time to time under the Indenture subsequent to December 13June 24, 2004 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 103/4% Senior Notes, Series B, due 2011 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of December 13, 2004 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of December 13, 2022 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantor Guarantor”), and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 6.250% Senior Notes, Series A, Notes due 2011 2053 referred to in the Indenture. The Securities Notes include (i) $150,000,000 650,000,000 aggregate principal amount of the Company’s 8¼% 6.250% Senior Notes, Series A, Notes due 2011 2053 issued under the Indenture on December 13, 2004 2022 in an offering registered under the Securities Act (herein called the “Initial SecuritiesNotes”), and (ii) if and when issued, an unlimited principal amount of additional 8¼% 6.250% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 of the Company 2053 that may be issued from time to time time, under the Indenture Indenture, subsequent to December 13, 2004 2022 (herein called the “Additional Securities”) and (iii) if and when issuedNotes” and, together with the Initial Notes, the Company’s 8¼% Senior “Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under Securities for all purposes of 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of December 135, 2004 2019 (the “Base Indenture”) between the Company and Xxxxx Fargo Bank, National Association, as it may be amended or predecessor trustee to the Trustee under the Base Indenture, as supplemented from time to time in accordance by the Sixth Supplemental Indenture dated as of October 28, 2022 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantor Guarantor”), and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 6.250% Senior Notes, Series A, Notes due 2011 2033 referred to in the Indenture. The Securities Notes include (i) $150,000,000 1,100,000,000 aggregate principal amount of the Company’s 8¼% 6.250% Senior Notes, Series A, Notes due 2011 2033 issued under the Indenture on December 13October 28, 2004 2022 in an offering registered under the Securities Act (herein called the “Initial SecuritiesNotes”), and (ii) if and when issued, an unlimited principal amount of additional 8¼% 6.250% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 of the Company 2033 that may be issued from time to time time, under the Indenture Indenture, subsequent to December 13October 28, 2004 2022 (herein called the “Additional Securities”) and (iii) if and when issuedNotes” and, together with the Initial Notes, the Company’s 8¼% Senior “Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under Securities for all purposes of 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13April 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 Guarantor 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 general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 6.25% Senior Notes, Series AB, due 2011 2013 referred to in the Indenture. The Securities include (i) $150,000,000 200,000,000 aggregate principal amount of the Company’s 8¼% 's 6.25% Senior Notes, Series A, due 2011 2013 issued under the Indenture on December 13April 15, 2004 2003 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 6.25% Senior Notes, Series A, due 2011 2013 or 8¼% 6.25% Senior Notes, Series B, due 2011 2013 of the Company that may be issued from time to time under the Indenture subsequent to December 13April 15, 2004 2003 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 6.25% Senior Notes, Series B, due 2011 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtednesson, the making of restricted paymentsand certain requirements with respect to, the sale of assets and subsidiary stockamong other things, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionsguarantees of the Securities, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict 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 subsidiariestransactions with Affiliates. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13November 5, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 5.375% Senior Notes, Series AB, due 2011 2021 referred to in the Indenture. The Securities include (i) $150,000,000 1,000,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 5.375% Senior Notes, Series A, due 2011 2021 issued under the Indenture on December 13November 5, 2004 2013 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 5.375% Senior Notes, Series A, due 2011 2021 or 8¼% 5.375% Senior Notes, Series B, due 2011 2021 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13November 5, 2004 2013 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 5.375% Senior Notes, Series B, due 2011 2021 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13February 14, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 10.375% Senior Notes, Series A, Notes due 2011 2017 referred to in the Indenture. The Securities include (i) $150,000,000 200,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 10.375% Senior Notes, Series A, Notes due 2011 2017 issued under the Indenture on December 13February 14, 2004 2012 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 10.375% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13February 14, 2004 2012 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 10.375% Senior Notes, Series B, due 2011 Notes that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of December 13October 21, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Guarantors, the Trustee and the TrusteeNotes Collateral Agent. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture Issue Date (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are general unsecured, secured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 8.500% Senior Notes, Series A, Secured Notes due 2011 2019 referred to in the Indenture. The Securities Notes include (i) $150,000,000 200,000,000 aggregate principal amount of the Company’s 8¼% 8.500% Senior Notes, Series A, Secured Notes due 2011 2019 issued under the Indenture on December 13, 2004 (herein called “Initial SecuritiesNotes”), ) and (ii) if and when issued, additional 8¼% Senior Notesnotes, Series A, due 2011 or 8¼% Senior Notes, Series B, due 2011 issued pursuant to Article II of the Company that may be issued from time to time under Indenture and otherwise in compliance with the Indenture subsequent to December 13provisions of the Indenture, 2004 having identical terms and conditions as the Notes other than issue date, issue price and the first interest payment date (herein called “Additional SecuritiesNotes”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in Section 2.1 of the Registration Rights Agreement (herein called “Exchange Securities”)Indenture. The Initial Securities, Notes and Additional Securities and Exchange Securities Notes are treated as a single class of securities under the IndentureIndenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on on, among others, the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stockassets, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiariestransaction with affiliates, the making of payments for consents, designation of restricted and unrestricted subsidiaries, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing postfiling or post-petition interest) on the Securities Notes and all other amounts payable by the Company under the Indenture Indenture, the Notes, the Notes Documents and the Securities Intercreditor Agreement (including expenses and indemnification) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have fullyas primary obligors and not merely as sureties, irrevocably and unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior secured basis, all such obligations pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 138, 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 Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior subordinated obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 8% Senior Subordinated Notes, Series A, due 2011 2015 referred to in the Indenture. The Securities include (i) $150,000,000 204,000,000 aggregate principal amount of the Company’s 8¼% 8% Senior Subordinated Notes, Series A, due 2011 2015 issued under the Indenture on December 138, 2004 2005 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 8% Senior Subordinated Notes, Series A, due 2011 2015 or 8¼% 8% Senior Subordinated Notes, Series B, due 2011 2015 of the Company that may be issued from time to time under the Indenture subsequent to December 138, 2004 2005 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% 8% Senior Subordinated Notes, Series B, due 2011 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X XI of the Indenture on a senior subordinated basis.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13November 17, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 9.375% Senior Notes, Series AB, due 2011 2017 referred to in the Indenture. The Securities include (i) $150,000,000 375,000,000 aggregate principal amount of the Company’s 8¼% Issuer's 9.375% Senior Notes, Series A, due 2011 2017 issued under the Indenture on December 13November 17, 2004 2009 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 9.375% Senior Notes, Series A, due 2011 2017 or 8¼% 9.375% Senior Notes, Series B, due 2011 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13November 17, 2004 2009 (herein called “"Additional Securities”") as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% Issuer's 9.375% Senior Notes, Series B, due 2011 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13March 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 Guarantor 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 general unsecured, secured senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited, provided that at least the Net Cash Proceeds from any issuance of Additional Securities are invested in Additional Assets in accordance with the Indenture. This Security is one of the 8¼% 9¾% Senior Secured Notes, Series A, due 2011 2010 referred to in the Indenture. The Securities include (i) $150,000,000 162,000,000 aggregate principal amount of the Company’s 8¼% 9¾% Senior Secured Notes, Series A, due 2011 2010 issued under the Indenture on December 13March 12, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 9¾% Senior Secured Notes, Series A, due 2011 2010 or 8¼% 9¾% Senior Secured Notes, Series B, due 2011 2010 of the Company that may be issued from time to time under the Indenture subsequent to December 13March 12, 2004 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% 9¾% Senior Secured Notes, Series B, due 2011 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 the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the IndentureIndenture 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions 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 Indenture, the Securities, the Registration Rights Agreement, the Collateral Documents and the Securities 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 fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to each Holder the terms of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisIndenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13February 4, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are 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. This Security is one of the 8¼% 10¾% Senior Subordinated Notes, Series A, due 2011 2015 referred to in the Indenture. The Securities include (i) $150,000,000 152,000,000 aggregate principal amount of the Company’s 8¼% 10¾% Senior Subordinated Notes, Series A, due 2011 2015 issued under the Indenture on December 13February 4, 2004 2005 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 10¾% Senior Subordinated Notes, Series A, due 2011 2015 or 8¼% 10 3/4% Senior Subordinated Notes, Series B, due 2011 2015 of the Company that may be issued from time to time under the Indenture subsequent to December 13February 4, 2004 2005 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% 10 3/4% Senior Subordinated Notes, Series B, due 2011 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have Guarantors, if any, will fully, unconditionally and irrevocably Guaranteed Guarantee (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X XI of the Indenture on a senior subordinated basis.

Indenture. The Company has issued the Securities under an Indenture dated as of December 13April 16, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as Act. Terms defined in effect on the date of the Indenture (the “Act”). Capitalized terms and used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, senior obligations of the Company. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 5.875% Senior Notes, Series A, due 2011 2022 referred to in the Indenture. The Securities include (i) $150,000,000 1,600,000,000 aggregate principal amount of the Company’s 8¼% 5.875% Senior Notes, Series A, due 2011 2022 issued under the Indenture on December 13April 16, 2004 2014 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 5.875% Senior Notes, Series A, due 2011 2022 or 8¼% 5.875% Senior Notes, Series B, due 2011 2022 of the Company that may be issued from time to time under the Indenture subsequent to December 13April 16, 2004 2014 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 8¼% 5.875% Senior Notes, Series B, due 2011 2022 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees Guarantees of the Securities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture Indenture, the Securities and the Securities applicable Registration Rights Agreement when and as the same shall be due and payable, whether at maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13March 20, 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 Guarantor 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 general unsecured, unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 10% Senior Notes, Series A, due 2011 2013 referred to in the Indenture. The Securities include (i) $150,000,000 250,000,000 aggregate principal amount of the Company’s 8¼% 's 10% Senior Notes, Series A, due 2011 2013 issued under the Indenture on December 13March 20, 2004 2003 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 10% Senior Notes, Series A, due 2011 2013 or 8¼% 10% Senior Notes, Series BS, due 2011 2013 of the Company that may be issued from time to time under the Indenture subsequent to December 13March 20, 2004 2003 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 10% Senior Notes, Series BS, due 2011 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”)Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of December 13October 1, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”)Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities that Notes which may be authenticated and delivered under the Indenture (except for replacement Notes and Notes issued upon transfer) is unlimited$725,000,000. This Security Note is one of the 8¼% 11.75% Senior Notes, Series A, Secured Notes due 2011 2014 referred to in the Indenture. The Securities Notes include (i) $150,000,000 675,000,000 aggregate principal amount of the Company’s 8¼% 11.75% Senior Notes, Series A, Secured Notes due 2011 2014 issued under the Indenture on December 13October 1, 2004 2009 (herein called “Initial SecuritiesNotes”), ) and (ii) if and when issued, additional 8¼% 11.75% Senior Notes, Series A, Secured Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2014 of the Company that may be issued from time to time under the Indenture subsequent to December 13October 1, 2004 2009 in a principal amount not to exceed $50,000,000 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial SecuritiesIndenture, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture among other things, imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company, the purchase or redemption of Capital Stock of the Company, certain purchases or redemptions of Subordinated Obligations or Guarantor Subordinated Obligations, the sale or transfer of assets and subsidiary stockCapital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liensLiens, sale-leaseback transactions, affiliate transactionsfuture Subsidiary Guarantors, the sale business activities and investments of the Company and its Restricted Subsidiaries, capital stock expenditures and transactions with Affiliates, provided, however, certain of restricted subsidiariessuch limitations shall be suspended if the Notes receive a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s Rating Services (or its successors) and “Baa3” (or the equivalent) or higher from Xxxxx’x Investors Service, Inc. (or its successors), in each case, with a stable or better outlook. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidationsSubsidiaries. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisinformation.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 13February 14, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 10.375% Senior Notes, Series A, Notes due 2011 2017 referred to in the Indenture. The Securities include (i) $150,000,000 200,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 10.375% Senior Notes, Series A, Notes due 2011 2017 issued under the Indenture on December 13February 14, 2004 2012 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 10.375% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2017 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 13February 14, 2004 2012 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 10.375% Senior Notes, Series B, Notes due 2011 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Registration Rights Agreement applicable to the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 13August 15, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, MQ Associates, Inc. ("Holdings"), the Subsidiary Guarantor 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 general unsecured, unsecured senior subordinated obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 11 7/8% Senior Subordinated Notes, Series AB, due 2011 2012 referred to in the Indenture. The Securities include (i) $150,000,000 180,000,000 aggregate principal amount of the Company’s 8¼% 's 11 7/8% Senior Subordinated Notes, Series A, due 2011 2012 issued under the Indenture on December 13August 15, 2004 2002 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 11 7/8% Senior Subordinated Notes, Series A, due 2011 2012 or 8¼% 11 7/8% Senior Subordinated Notes, Series B, due 2011 2012 of the Company that may be issued from time to time under the Indenture subsequent to December 13August 15, 2004 2002 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 11 7/8% Senior Subordinated Notes, Series B, due 2011 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, mergers and consolidations, and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basissubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes as a series of Securities under an the Indenture dated as of December 135, 2004 2019 (the “Base Indenture”) between the Company and Wxxxx Fargo Bank, National Association, as it may be amended or predecessor trustee to the Trustee under the Base Indenture, as supplemented from time to time in accordance by the Fifth Supplemental Indenture dated as of March 17, 2022 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto, herein called the “Indenture”), ) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantor Guarantor”), and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured, senior obligations In the event of any inconsistency between the terms of this Note and the terms of the CompanyIndenture, the terms of the Indenture shall control. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 4.250% Senior Notes, Series A, Notes due 2011 2052 referred to in the Indenture. The Securities Notes include (i) $150,000,000 750,000,000 aggregate principal amount of the Company’s 8¼% 4.250% Senior Notes, Series A, Notes due 2011 2052 issued under the Indenture on December 13March 17, 2004 2022 in an offering registered under the Securities Act (herein called the “Initial SecuritiesNotes”), and (ii) if and when issued, an unlimited principal amount of additional 8¼% 4.250% Senior Notes, Series A, Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 of the Company 2052 that may be issued from time to time time, under the Indenture Indenture, subsequent to December 13March 17, 2004 2022 (herein called the “Additional Securities”) and (iii) if and when issuedNotes” and, together with the Initial Notes, the Company’s 8¼% Senior “Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Notes and the Additional Securities and Exchange Securities are treated Notes shall be considered collectively as a single class series of securities under Securities for all purposes of 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company issued the Securities Series A Convertible Debentures under an Indenture dated as of December 13August 10, 2004 1998 between the Company and the Trustee as supplemented by the first Supplemental Indenture dated as of August 10, 1998 between the Company and the Trustee (said Indenture, as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the “"Indenture”"), among . This Series A Convertible Dxxxx- ture is one of an issue of Securities of the Company, Company issued under the Subsidiary Guarantor and the TrusteeIndenture. The terms of the Securities Series A Convertible Debentures include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ U.S. Code sx.xx. 77aaa-77bbbb) as in effect on the date of amended from time to time. The Series A Convertible Debentures are subject to all such terms, and Series A Convertible Debentureholders are referred to the Indenture (the “Act”)and such Act for a statement of them. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto set forth in the Indenture. The Securities 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 Series A Convertible Debentures are general unsecured, senior unsecured obligations of the Company subordinated in right of payment to all Senior and Subordinated Debt of the Company. The , limited in aggregate principal amount to $150,000,000; provided, however, that in the event the Company sells any Series A Convertible Debentures pursuant to the over-allotment option (the "Over-Allotment Option") granted pursuant to the Underwriting Agreement dated August 4, 1998 between the Company, Sxxxx Xxxxxx Inc., J.X. Xxxxxx Securities Inc., Dxxxxxxxx, Lufkin & Jxxxxxxx Securities Corporation, Mxxxxx Sxxxxxx & Co. Incorporated, PaineWebber Incorporated and C.X. Xxxxxxxxx, Towbin, then the Trustee shall authenticate and deliver Series A Convertible Debentures for original issue in an aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Senior Notes, Series A, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 plus up to $22,500,000 aggregate principal amount of Series A Convertible Debentures sold pursuant to the Company’s 8¼% Senior Notes, Series A, due 2011 issued under Over-Allotment Option. The Indenture limits the Indenture on December 13, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Senior Notes, Series A, due 2011 or 8¼% Senior Notes, Series B, due 2011 ability of the Company that may be issued from time and its Subsidiaries to time under the Indenture subsequent to December 13, 2004 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class incur additional tiers of securities under 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, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisjunior subordinated Debt.

Indenture. The Company issued the Securities under an Indenture dated as of December 13August 15, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Company, MQ Associates, Inc. ("Holdings"), the Subsidiary Guarantor 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 general unsecured, unsecured senior subordinated obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 11 7/8% Senior Subordinated Notes, Series A, due 2011 2012 referred to in the Indenture. The Securities include (i) $150,000,000 180,000,000 aggregate principal amount of the Company’s 8¼% 's 11 7/8% Senior Subordinated Notes, Series A, due 2011 2012 issued under the Indenture on December 13August 15, 2004 2002 (herein called “"Initial Securities”"), (ii) if and when issued, additional 8¼% 11 7/8% Senior Subordinated Notes, Series A, due 2011 2012 or 8¼% 11 7/8% Senior Subordinated Notes, Series B, due 2011 2012 of the Company that may be issued from time to time under the Indenture subsequent to December 13August 15, 2004 2002 (herein called “"Additional Securities”") and (iii) if and when issued, the Company’s 8¼% 's 11 7/8% Senior Subordinated Notes, Series B, due 2011 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “"Exchange Securities”"). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the incurrence Capital Stock of indebtednessthe Company and its Subsidiaries, the making purchase or redemption of restricted paymentsCapital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and subsidiary stockCapital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain liens, sale-leaseback transactions, affiliate transactionscertain payment guarantees, the sale business activities and investments of capital stock of restricted subsidiariesthe Company and its Restricted Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering Company and its Restricted Subsidiaries to enter into of agreements that restrict distributions and dividends from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiariesRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantorsSubsidiary Guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basissubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of December 1316, 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 Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are 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. This Security is one of the 8¼% 6.50% Senior Subordinated Notes, Series A, due 2011 2012 referred to in the Indenture. The Securities include (i) $150,000,000 300,000,000 aggregate principal amount of the Company’s 8¼% 6.50% Senior Subordinated Notes, Series A, due 2011 2012 issued under the Indenture on December 1316, 2004 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 6.50% Senior Subordinated Notes, Series A, due 2011 2012 or 8¼% 6.50% Senior Subordinated Notes, Series B, due 2011 2012 of the Company that may be issued from time to time under the Indenture subsequent to December 1316, 2004 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% 6.50% Senior Subordinated Notes, Series B, due 2011 2012 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors Guarantors, if any, have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X XI of the Indenture on a senior subordinated basis.

Indenture. The Company issued the Securities under an Indenture dated as of December 13June 16, 2004 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% Floating Rate Senior Secured Notes, Series A, due 2011 referred to in the Indenture. The Securities include (i) $150,000,000 306,000,000 aggregate principal amount of the Company’s 8¼% Floating Rate Senior Secured Notes, Series A, due 2011 issued under the Indenture on December 13June 16, 2004 2006 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% Floating Rate Senior Secured Notes, Series A, due 2011 or 8¼% Floating Rate Senior Secured Notes, Series B, due 2011 of the Company that may be issued from time to time under the Indenture subsequent to December 13June 16, 2004 2006 (herein called “Additional Securities”) and (iii) if and when issued, the Company’s 8¼% Floating Rate Senior Secured Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Note Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateNote Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

Indenture. The Company Issuers issued the Securities Notes under an Indenture dated as of December 13November 8, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Parent Guarantor named therein, the Subsidiary Guarantor Guarantors party thereto (the “Subsidiary Guarantors”), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as collateral agent (in such capacity, the Trustee“Collateral Agent”). The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are general unsecured, senior secured obligations of the CompanyIssuers. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 7.125% Senior Secured Notes, Series AB, due 2011 2020 referred to in the Indenture. The Securities Notes include (i) $150,000,000 aggregate 275,000,000 principal amount of the Company’s 8¼% Issuers’ 7.125% Senior Secured Notes, Series A, due 2011 2020 issued under the Indenture on December 13November 8, 2004 2012 (herein called the “Initial SecuritiesNotes”), (ii) if and when issuedissued in accordance with the terms of the Indenture, additional 8¼% 7.125% Senior Secured Notes, Series A, due 2011 2020 or 8¼% 7.125% Senior Secured Notes, Series B, due 2011 2020 of the Company that may be Issuers that, in each case, maybe issued from time to time under the Indenture subsequent to December 13November 8, 2004 2012 (herein called the “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issuedissued in accordance with the terms of the Indenture, the Company’s 8¼% Issuers’ 7.125% Senior Secured Notes, Series B, due 2011 2020 that may be maybe issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes that are Restricted Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basisSecurity Documents.

Indenture. The Company issued the Securities Notes under an Indenture Indenture, dated as of December March 13, 2004 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantor Guarantors, the Trustee and the TrusteeFirst Lien Notes Collateral Agent. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “ActTIA”), although the Indenture is not required to be qualified under the TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities Notes are general unsecured, senior secured obligations of the Company. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 6.75% Senior Notes, Series A, Secured Notes due 2011 2026 referred to in the Indenture. The Securities Notes include (i) $150,000,000 725,000,000 aggregate principal amount of the Company’s 8¼% 6.75% Senior Notes, Series A, Secured Notes due 2011 2026 issued under the Indenture on December March 13, 2004 2020 (herein called “Initial SecuritiesNotes”), ) and (ii) if and when issued, additional 8¼% 6.75% Senior Notes, Series A, Secured Notes due 2011 or 8¼% Senior Notes, Series B, due 2011 2026 of the Company that may be issued from time to time under the Indenture subsequent to December March 13, 2004 2020 (herein called “Additional SecuritiesNotes”) and (iii) if and when issued, the Company’s 8¼% Senior Notes, Series B, due 2011 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in Section 2.01 of the Registration Rights Agreement (herein called “Exchange Securities”)Indenture. The Initial Securities, Notes and Additional Securities and Exchange Securities Notes are treated as a single class of securities under the IndentureIndenture and shall be secured by first-priority and second-priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations restrictions on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities Notes and all other amounts payable by the Company under the Indenture Indenture, the Notes and the Securities Collateral Documents (including expenses and indemnification) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have fullyas primary obligors and not merely as sureties, irrevocably and unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guaranteeguarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior secured basis, all such obligations pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of December 1321, 2004 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor 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 general unsecured, senior obligations of the CompanyIssuer. The aggregate principal amount of securities Securities that may be authenticated and delivered under the Indenture is unlimited. This Security is one of the 8¼% 5.0% Senior Notes, Series AB, due 2011 2025 referred to in the Indenture. The Securities include (i) $150,000,000 600,000,000 aggregate principal amount of the CompanyIssuer’s 8¼% 5.0% Senior Notes, Series A, due 2011 2025 issued under the Indenture on December 1321, 2004 2016 (herein called “Initial Securities”), (ii) if and when issued, additional 8¼% 5.0% Senior Notes, Series A, due 2011 2025 or 8¼% 5.0% Senior Notes, Series B, due 2011 2025 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December 1321, 2004 2016 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 5.0% Senior Notes, Series B, due 2011 2025 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the a Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. 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 entering into of affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuer under the Indenture Indenture, the Securities and the Securities Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue DateGuarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture such obligations on a senior basisbasis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of December July 13, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantor guarantors party thereto (the “Guarantors”), the Trustee and Wilmington Trust FSB, as collateral agent (the Trustee“Collateral Agent”). The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities Notes are general unsecured, senior secured obligations of the CompanyIssuer. The aggregate principal amount of securities Notes that may be authenticated and delivered under the Indenture is unlimited. This Security Note is one of the 8¼% 11 3/4% Senior Secured Notes, Series A, due 2011 2015 referred to in the Indenture. The Securities Notes include (i) $150,000,000 aggregate 300,000,000 principal amount of the CompanyIssuer’s 8¼% 11 3/4% Senior Secured Notes, Series A, due 2011 2015 issued under the Indenture on December July 13, 2004 2010 (herein called the “Initial SecuritiesNotes”), (ii) if and when issued, additional 8¼% 11 3/4% Senior Secured Notes, Series A, due 2011 2015 or 8¼% 11 3/4% Senior Secured Notes, Series B, due 2011 2015 of the Company Issuer that may be issued from time to time under the Indenture subsequent to December July 13, 2004 2010 (herein called the “Additional SecuritiesNotes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the CompanyIssuer’s 8¼% 11 3/4% Senior Secured Notes, Series B, due 2011 2015 that may be issued from time to time under the Indenture in exchange for Initial Securities Notes or Additional Securities Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange SecuritiesNotes”). The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities are treated Notes shall be considered collectively as a single class for all purposes of securities under the IndentureIndenture and the Security Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, sale-leaseback transactions, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Subsidiary Guarantors on the Issue Date, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.