Common use of Table of Contents, Headings, etc Clause in Contracts

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INCSIGNATURES INSIGHT HEALTH SERVICES CORP. --------------- By: ---------------------- ----------------------------- Name: Title: Dated as INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, 1996 ----------------------- ------------- N.A., as Trustee By: ---------------------- ----------------------------- Name: Title: EXHIBIT A (A1 [Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Back of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) __% SENIOR OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE DUE 2006MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 100 SIGNATURES ---------- Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on _________September __, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING0000 XXXXXXX PCS, INC. By:________________________________ Name: :Xxxxxx X. Xxxxxxxxx Title: Trustee's Certificate of Authentication Dated:President and Chief Executive Officer AGW LEASING COMPANY, INC. By:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: _______________________ Name:Xxxxxx X. Xxxxxxxxx Title:President and Chief Executive Officer BANKERS TRUST COMPANY, as Trustee By:_______________________________ Name: Title: EXHIBIT A FORM OF NOTE (Authorized SignatoryFace of Senior Subordinated Discount Note) _____% Senior Subordinated Discount Notes due 2009 [Unless and until it is exchanged in whole or in part for Senior Subordinated Discount Notes in definitive form, this Senior Subordinated Discount Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water StreetXxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx) ("DTCXXX"), to the Issuer issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxagent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch in as much as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions herein.]/1/ [THE SENIOR SUBORDINATED DISCOUNT NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE ___% SENOR SUBORDINATED DISCOUNT NOTES DUE 2009 OF AIRGATE PCS, INC. (THE "SENIOR SUBORDINATED DISCOUNT NOTES") AND ___ WARRANTS (THE "WARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE ___ SHARES, PAR VALUE $0.01 PER SHARE, OF AIRGATE PCS, INC.]/2/ [PRIOR TO THE EARLIEST TO OCCUR OF (I) 180 DAYS AFTER THE CLOSING OF THE OFFERING OF THE UNITS, (II) THE OCCURRENCE OF A CHANGE OF CONTROL OR AN EVENT OF DEFAULT (AS DEFINED IN THE INDENTURE GOVERNING THE SENIOR SUBORDINATED DISCOUNT NOTES) AND (III) SUCH DATE AS XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION IN ITS /1/ This paragraph should be included only if the Senior Subordinated Discount Note is issued in global form. /2/ This paragraph should be included only if the Senior Subordinated Discount Note is issued prior to the Separation Date. SOLE DISCRETION SHALL DETERMINE, THE SENIOR SUBORDINATED DISCOUNT NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH THE WARRANTS (THE EARLIEST OF (I) - (III) TO OCCUR, THE "SEPARATION DATE").]/2/ No. ___ $_____________ CUSIP NO. 000000XX0 AIRGATE PCS, INC. promises to pay to ___________________ or registered assigns, the principal sum of this ____________ Dollars on ______, 2009. Interest Payment Dates: _______ and _______, beginning ___, 2005 Record Dates: ______ and _____ AIRGATE PCS, INC. By: _______________________________ Name: Title: This is one of the Senior Note are set forth on Subordinated Discount Notes referred to in the other side of this Senior Note. within-mentioned Indenture: Dated: ____________ BANKERS TRUST COMPANY, as Trustee By: _______________________________ (Back of Senior Subordinated Discount Note) ______% SENIOR NOTE DUE 2006Senior Subordinated Discount Notes due 2009 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of June 13, 1996 AMERIKING2007 W&T OFFSHORE, INC. --------------- By: ---------------------- /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Dated as of Senior Vice President and Chief Financial Officer GULF OF MEXICO OIL AND GAS PROPERTIES LLC OFFSHORE ENERGY I LLC OFFSHORE ENERGY II LLC OFFSHORE ENERGY III LLC OFFSHORE SHELF LLC W&T ENERGY VI, 1996 ----------------------- ------------- LLC W&T ENERGY VII, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Representative XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note) _] CUSIP: [ ] ISIN: [ ] 8.25% Senior Note Notes due 2006 2014 No. $__________ CUSIP No. AMERIKING[ ] W&T OFFSHORE, INC. promises to pay to [ ] or registered assigns, the principal sum of Dollars DOLLARS on ___________June 15, 20062014. Interest Payment Dates: ____________ June 15 and ___________. December 15 Record Dates: _____________ June 1 and ____________. December 1 Dated: ____________June 13, 1996 AMERIKING2007 W&T OFFSHORE, INC. By:__________________________ : Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By:_____________________________ (: Authorized Signatory) Signatory [Unless and until it is exchanged in whole or in part for Back of Note] 8.25% Senior Notes in definitive formdue 2014 [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryAND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the RegistrarUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Unless this certificate is presented by an authorized representative of The Depository Trust Company UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 Water StreetXXXXX XXXXXX, New YorkXXX XXXX, New YorkXXX XXXX) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Insert the registered owner hereofGlobal Note Legend, Cede & Co., has an interest herein.]1 Additional if applicable pursuant to the provisions of this Senior Note are set forth on the other side Indenture]] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A UNITED STATES PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000 AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) OF THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “UNITED STATES PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. [Insert the Private Placement Legend, if applicable pursuant to the provisions of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006the Indenture]] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars [Signatures on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKINGfollowing page] SIGNATURES STERLING CHEMICALS, INC. By:____________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________STERLING CHEMICALS ENERGY, as Trustee INC. By:____________________________ Name: Title: NATIONAL CITY BANK By:____________________________ Name: Title: EXHIBIT A FORM OF NOTE [Back of Note] 10% Senior Secured Notes due 200[7] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Authorized SignatoryAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive formOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, this Senior Note may not be transferred except as a whole by AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. Capitalized terms used herein shall have the Depositary meanings assigned to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered them in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made Indenture referred to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKINGSIGNATURES STERLING CHEMICALS, INC. By:: ____________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned IndentureSTERLING CHEMICALS ENERGY, INC. By: ______________________, as Trustee By:_____________________________ Name: Title: NATIONAL CITY BANK By: ____________________________ Name: Title: EXHIBIT A FORM OF NOTE [Back of Note] 10% Senior Secured Notes due 200[7] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Authorized SignatoryAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive formOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, this Senior Note may not be transferred except as a whole by AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. Capitalized terms used herein shall have the Depositary meanings assigned to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered them in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made Indenture referred to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of March 5, 1996 AMERIKING, INC. --------------- 2002 CIRCUS AND ELDORADO JOINT VENTURE Attest: Name: By: ---------------------- /s/ Gxxx Xxxxxx Title: Name: Title: Chief Executive Officer Dated as of March 5, 2002 SILVER LEGACY CAPITAL CORP. Attest: By: /s/ Gxxx Xxxxxx Name: Name: Title: President and CEO Title: Dated as of March 5, 1996 ----------------------- ------------- as Trustee 2002 THE BANK OF NEW YORK Attest: By: ---------------------- /s/ Jxxx Xxxxxxxx Name: Authorized Signatory Title: Authorized Signatory EXHIBIT A (A1 [Face of Senior Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. $__________ THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i)(A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (B) TO THE ISSUERS, OR (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND (ii) IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. CUSIP No. AMERIKING1 $ CIRCUS AND ELDORADO JOINT VENTURE AND SILVER LEGACY CAPITAL CORP. CIRCUS AND ELDORADO JOINT VENTURE, INC. a Nevada general partnership (the “Partnership”), and SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital” and, together with the Partnership, the “Issuers,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of Million Dollars ($ ) on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 20062012.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- 127 SIGNATURES Company: XXXXXXXX PETROLEUM CORPORATION By: ---------------------- Name: Title: Dated as of Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, 1996 ----------------------- ------------- L.L.C. By: Name: Title: Trustee: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Xxxxx X. Xxxxx Title: Trustee's Certificate Vice President EXHIBIT A [Face of Authentication DatedNote] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A NOTES OR INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.1 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]2 1 For Restricted Note. 2 Temporary Regulation S Legend, if applicable. CUSIP:________ No. _________ Principal Amount: $ __________ This is one of XXXXXXXX PETROLEUM CORPORATION 8.00 % Second Lien Senior Secured Notes due 2018 Xxxxxxxx Petroleum Corporation, a Delaware corporation (the [Global] Senior Notes “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to in the within-mentioned Indenture: _______pay to _______________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxregistered assigns, exchange or payment, and any certificate issued is registered in the name principal sum of Cede & Co. [ ] ($[ ]) UNITED STATES DOLLARS [(or such other name amount as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side attached Schedule of Exchanges of Interests)] on March [15], 2018; provided that if the aggregate principal amount of outstanding Senior Convertible Notes on August 1, 2017 is more than $25.0 million then such payment shall be due on September 1, 2017. Interest Payment Dates: [March 15] and [September 15] of each year, commencing [September 15, 2015]. Regular Record Dates: [March 1] and [September 1] of each year. Reference is hereby made to the further provisions of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006Note set forth on the reverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of SIGNATURES XXXXXXX EXPLORATION COMPANY, 1996 AMERIKINGa Delaware corporation By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President and Chief Financial Officer XXXXXXX, INC. --------------- ., a Nevada corporation By: ---------------------- /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Dated as of Executive Vice President and Chief Financial Officer XXXXXXX OIL & GAS, 1996 ----------------------- ------------- L.P., a Delaware limited partnership By: XXXXXXX, INC., Its managing general partner By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President and Chief Financial Officer XXXXX FARGO BANK, N.A., as Trustee By: ---------------------- /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Back of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.]1 [THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES 1 Global Notes only. ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]2 [THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.]3 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]4 2 144A Notes only. 3 Regulation S Notes only. 4 Temporary Regulation S Notes only. CUSIP [__% SENIOR NOTE DUE 2006____] No. _____ $ _____ XXXXXXX EXPLORATION COMPANY

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, hereof and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of September 11, 1996 AMERIKING1997 INTEGRATED HEALTH SERVICES, INC. --------------- By: ---------------------- /s/ W. Bxxxxxx Xxxxxxx ----------------------------- Name: W. Bxxxxxx Xxxxxxx Title: Executive Vice President- Chief Accounting Officer Attest: /s/ ------------------------------------------ Dated as of September 11, 1997 FIRST UNION NATIONAL BANK, as Trustee By:/s/ ----------------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee ByAttest: ---------------------- Name: Title: /s/ ------------------------------------------ EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 NoLEGENDS FOR GLOBAL SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 Water StreetWXXXX XXXXXX, New YorkXXX XXXX, New YorkXXX XXXX) ("DTCXXX"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Back of Senior NoteTHE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") __% SENIOR NOTE DUE 2006WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH OF THE FOREGOING CASES SUCH OFFER, SALE OR OTHER TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM PROVIDED FOR IN THE INDENTURE (A COPY OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. ANY TRANSFEREE OF THIS SECURITY SHALL BE DEEMED TO HAVE REPRESENTED EITHER (A) THAT IT IS NOT USING THE ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT ("ERISA") OR THE INTERNAL REVENUE CODE (THE "CODE") TO PURCHASE THIS SECURITY OR (B) THAT ITS PURCHASE AND CONTINUED HOLDING OF THE SECURITY WILL BE COVERED BY A U.S. DEPARTMENT OF LABOR CLASS EXEMPTION (WITH RESPECT TO PROHIBITED TRANSACTIONS UNDER SECTION 406(A) OF ERISA).

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated 105 In witness whereof, the parties hereto have caused this Supplemental Indenture to be executed by their duly authorized representatives, effective as of , 1996 AMERIKING, INCthe day and year first above written. --------------- SM ENERGY COMPANY By: ---------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Dated as of Executive Vice President, 1996 ----------------------- ------------- General Counsel and Corporate Secretary U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note] [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.10 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. $__________ CUSIP NoUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 Water StreetXXXXX XXXXXX, New YorkXXX XXXX, New YorkXXX XXXX) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE ISSUERS OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006HAS AN INTEREST HEREIN.](1)

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Contents and headings of the Articles and Sections of Headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 67 SIGNATURES Dated as of December 27, 1996 AMERIKING2006 Company: CHINA XXXX XXXX MINING & RESOURCES, INC. --------------- By: ---------------------- /s/ Xx Xxxx Xxxx Name: Xx Xxxx Xxxx Title: Dated as of President Trustee: THE BANK OF NEW YORK, 1996 ----------------------- ------------- as Trustee By: ---------------------- /s/ Name: Title: EXHIBIT A [FORM OF FACE OF NOTE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"“EUROCLEAR”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxOR CLEARSTREAM BANKING, exchange or paymentSOCIÉTÉ ANONYME (“CLEARSTREAM”), and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTCAND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede & Co.ITS AUTHORIZED NOMINEE, has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. HAS AN INTEREST HEREIN.]1 THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (Back of Senior NoteTHE “SECURITIES ACT”) __% SENIOR NOTE DUE 2006OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE, BY ACQUISITION HEREOF, THE HOLDER:

Table of Contents, Headings, etc. 72 The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated SIGNATURES NORBORD (DELAWARE) GP I, as of , 1996 AMERIKING, INC. --------------- Issuer By: ---------------------- Name: Xxxxx XxxXxxxx Title: Dated President NORBORD INC., as of , 1996 ----------------------- ------------- as Trustee Guarantor By: ---------------------- Name: Xxxxx Xxxxxxx Title: Vice President, Treasurer Indenture SIGNATURES NORBORD (DELAWARE) GP I, as Issuer By: Name: Xxxxx XxxXxxxx Title: President NORBORD INC., as Guarantor By: Name: Xxxxx Xxxxxxx Title: Vice President, Treasurer Indenture Indenture EXHIBIT A ([Form of Face of Senior Note) _] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable pursuant to the provisions of the Indenture] [Rule 144A Note CUSIP:● ] [Rule 144A Note ISIN:● ] [Regulations S Note CUSIP: ● ] [Regulation S Note ISIN:● ] 6.450% Senior Note Notes due 2006 February 15, 2017 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: US$____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred NORBORD (DELAWARE) GP I promises to in the within-mentioned Indenture: ______________________, as Trustee By:pay to _____________________________ or registered assigns, the principal sum of _____________________________________________________________ Dollars on February 15, 2017. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: NORBORD (Authorized SignatoryDELAWARE) [Unless and until it GP I, as Issuer By: Name: Title: This is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee one of the Depositary or by a nominee of the Depositary Notes referred to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name within-mentioned Indenture: Computershare Trust Company, N.A., as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Trustee By: By: [Back of Senior Note) __] 6.450% SENIOR NOTE DUE 2006Notes due February 15, 2017 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of SIGNATURES XXXXXXX EXPLORATION COMPANY, 1996 AMERIKINGa Delaware corporation By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President and Chief Financial Officer XXXXXXX, INC. --------------- ., a Nevada corporation By: ---------------------- /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Dated as of Chief Financial Officer XXXXXXX OIL & GAS, 1996 ----------------------- ------------- L.P., a Delaware limited partnership By: XXXXXXX, INC., Its managing general partner By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Chief Financial Officer XXXXX FARGO BANK, N.A., as Trustee By: ---------------------- /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Back of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.]1 [THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) 1 Global Notes only. PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]2 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]3 2 Unregistered Notes only. 3 Temporary Regulation S Notes only. CUSIP [ ] No.__% SENIOR NOTE DUE 2006___ $_____ XXXXXXX EXPLORATION COMPANY

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of March 23, 1996 AMERIKING2004 Very truly yours, TEAM HEALTH, INC. --------------- By: ---------------------- /s/ Robert Abramowski --------------------------------- Name: Robert Abramowski Title: Dated as of , 1996 ----------------------- ------------- as Trustee Xxxxxxxxx Xxxx President - Finance and Administration [GUARANTORS] By: ---------------------- /s/ Robert Abramowski --------------------------------- Name: Robert Abramowski Title: Xxxx Xxxxxxxxx THE BANK OF NEW YORK, AS TRUSTEE By: /s/ Patricia Gallagher -------------------------------------- Name: Xxxxxxxx Xxxxxxxer Title: Vice President EXHIBIT A (Face of Senior Note) _9% Senior Note Subordinated Notes due 2006 2012 CUSIP No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and $_____________ TEAM HEALTH, INC. Dated: promises to pay to CEDE & CO., or registered assigns, the principal sum of _____________ Dollars on March 23, 1996 AMERIKING2012 Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 DATED: TEAM HEALTH, INC. By:: ___________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Global Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, AS TRUSTEE By: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for (Back of Note) 9% Senior Subordinated Notes in definitive formdue 2012 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryAND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (55 Water Street, New York, New York) (THE "DTCSECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Capitalized terms used herein shall have the meanings assigned to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered them in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made Indenture referred to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 76 SIGNATURES Dated as of September 23, 1996 AMERIKING, 1997 LAROXXX XXXUSTRIES INC. --------------- Attest: By: ---------------------- /s/ Granx X. Xxxx ----------------------------------------- Name: Granx X. Xxxx --------------------------------------- /s/ Richxxx X. Xxxxx Title: Dated as of , 1996 President and Chief Executive Officer ----------------------- ------------- as Trustee ------------------------------------- STATE STREET BANK AND TRUST COMPANY Attest: By: ---------------------- /s/ Henrx X. Xxxmore ----------------------------------------- Name: Henrx X. Xxxmore --------------------------------------- /s/ Chrixxxxx Xxx Xxxxx Title: Assistant Vice President ----------------------- ------------------------------------- 77 EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING[FORM OF FACE OF INITIAL NOTE] SERIES A NOTE [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxNEW YORK, exchange or paymentNEW YORK, and any certificate issued is registered in the name of Cede TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Securities Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN THE CASE OF THE FOREGOING CLAUSE (D), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. LAROXXX XXXUSTRIES INC. 9 1/2% Senior Subordinated Notes due 2007 No. 1 $175,000,000 CUSIP Number: 517289ABO LAROXXX XXXUSTRIES INC., a Delaware corporation, promises to pay to Cede & Co., has an interest herein.]1 or registered assigns, the principal sum of One Hundred Seventy-Five Million Dollars on September 15, 2007. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 Additional provisions of this Senior Note Security are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006Security.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING122 SIGNATURES CONTINENTAL RESOURCES, INC. --------------- By: ---------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- Chief Financial Officer and Treasurer WILMINGTON TRUST FSB, as Trustee By: ---------------------- /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: EXHIBIT A (Vice President BANNER PIPELINE COMPANY, L.L.C., as Initial Guarantor BY: Continental Resources, Inc., the Sole Member By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President, Chief Financial Officer and Treasurer [Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 3/8% Senior Notes due 2020 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered owner hereofassigns, Cede & Co.the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on October 1, has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 20062020.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of July 24, 1996 AMERIKING1998 CONTINENTAL RESOURCES, INC. --------------- Attest: By: ---------------------- /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx /s/ XXXXXXXXX XXXXXXX Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- as Trustee General Counsel and Secretary CONTINENTAL CRUDE CO. Attest: By: ---------------------- /s/ XXXX XXXXX Name: Xxxx Xxxxx /s/ XXXXX XXXXXX Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKINGPresident CONTINENTAL GAS, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment DatesAttest: ____________ and ___________. Record DatesBy: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx /s/ XXXXXXXXX XXXXXXX Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the President UNITED STATES TRUST COMPANY OF NEW YORK Attest: By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx /s/ X. XXXXXXXXXXXX Title: Vice President EXHIBIT A [GlobalFORM OF FACE OF INITIAL SECURITY] Senior Notes referred to in the within-mentioned Indenture: ______________________SERIES A NOTE [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxNEW YORK, exchange or paymentNEW YORK, and any certificate issued is registered in the name of Cede TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY IS SUBORDINATED TO SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE (AS DEFINED HEREIN), AND THE OBLIGATIONS OF EACH SUBSIDIARY GUARANTOR UNDER THE SUBSIDIARY GUARANTEE CONTAINED IN THE INDENTURE ARE SUBORDINATED TO GUARANTOR SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, OF SUCH SUBSIDIARY GUARANTOR. [Restricted Securities Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [Regulation S Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. CONTINENTAL RESOURCES, INC. 10 1/4% Senior Subordinated Notes due 2008 No. 1 $150,000,000 CUSIP Number: 000000XX0 Continental Resources, Inc., an Oklahoma corporation, promises to pay to Cede & Co., has an interest herein.]1 Additional provisions or registered assigns, the principal sum of this Senior Note are set forth One Hundred Fifty Million Dollars on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006August 1, 2008.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- SIGNATURES Company: XXXXXXXX PETROLEUM CORPORATION By: ---------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- General Counsel and Corporate Secretary Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Trustee: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ Xxxxxx X. Kinklea Name: Xxxxxx X. Xxxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A NOTES OR INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.1 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]2 1 For Restricted Note. (Back of Senior Note) __% SENIOR NOTE DUE 20062 Temporary Regulation S Legend, if applicable. CUSIP: No. Principal Amount: $ XXXXXXXX PETROLEUM CORPORATION

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Contents and headings of the Articles and Sections of Headings in this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of January 24, 1996 AMERIKING, INC. --------------- 2007 ISSUER: PILGRIM’S PRIDE CORPORATION By: ---------------------- /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Dated as of Executive Vice President, 1996 ----------------------- ------------- as Trustee Chief Financial Officer, Secretary and Treasurer TRUSTEE: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: ---------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A (Face of Senior Note) _[FORM OF FACE OF NOTE] No. $ CUSIP No. 721467 AE 8 7 5/8% Senior Note due 2006 No. $__________ CUSIP No. AMERIKINGDue May 1, INC. 2015 Pilgrim’s Pride Corporation, a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum of [ ] Dollars ($ ) on ___________May 1, 20062015. Interest Payment Dates: ____________ May 1 and ___________November 1. Record Dates: _____________ April 15 and ____________October 15. DatedAdditional provisions of this Note are set forth on the other side of this Note. PILGRIM’S PRIDE CORPORATION By: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Dated: January 24, 2007 TRUSTEE’S CERTIFICATE OF AUTHENTICATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as Trustee's Certificate of Authentication Dated:_________________________ This , certifies that this is one of the [Global] Senior Notes referred to in the within-within mentioned Indenture. By: ______________________Authorized Signatory [GLOBAL NOTE LEGEND] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, as Trustee By:_____________________________ AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (Authorized SignatoryI) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive formTHE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.06 OF THE INDENTURE, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this HAS AN INTEREST HEREIN. [FORM OF REVERSE SIDE OF NOTE] 7 5/8% Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006Notes Due May 1, 2015

Table of Contents, Headings, etc. The Table table of Contentscontents, Cross-Reference Table, crossreference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. SIGNATURES Dated: ______________, 1996 AMERIKING1997 VALLEY RESOURCES, INC. ("Corporation") (SEAL) By:_: _________________________ NameIts: TitlePresident and Chief Executive Officer Attest: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned IndentureIts: Corporate Secretary Dated: ______________________, as Trustee By:1997 _____________________________ (Authorized Signatory"Trustee") [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary(SEAL) By: _________________________ Its: Trust Officer Attest: _________________________ FORM OF GLOBAL SECURITY EXHIBIT A THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR NOMINEE OF A DEPOSITORY. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the RegistrarTHIS GLOBAL SECURITY IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water StreetCompany, a New York, New York) York corporation ("DTC"), to the Issuer Valley Resources, Inc., a Rhode Island corporation, or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxagent for registration of transfer, exchange exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as may be is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as may be is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Noteherein. (Back of Senior Note) VALLEY RESOURCES, INC. _____% SENIOR NOTE DUE 2006Debenture Due September 1, 2027 $7,000,000 No._______________________ CUSIP No. ______________ VALLEY RESOURCES, INC., a Rhode Island corporation, for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of SEVEN MILLION DOLLARS on _______, 2027, and to pay interest on said principal sum at the rate of ____% per annum calculated on the basis of a 360day year of twelve 30day months.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not and shall not, for any reason, be deemed to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKINGSIGNATURES SPECIALTY RETAILERS, INC. --------------- ., as Issuer By: ---------------------- /S/ JAMES MARCUM Name: James Maxxxx Title: Dated Executivx Xxxx Xxxxxdent & Chief Financial Officer Attest: /S/ MARK HESS Name: Mark Hess Title: Vice President, Financial Planning STAGE STORES, INC., as of Guarantor By: /S/ JAMES MARCUM Name: James Maxxxx Title: Executivx Xxxx Xxxxxdent & Chief Financial Officer Attest: /S/ MARK HESS Name: Mark Hess Title: Vice President, 1996 ----------------------- ------------- Financial Planning STATE STREET BANK AND TRUST COMPANY, as Trustee By: ---------------------- /S/ JILL OLSON Name: Jill Olson Title: Assistant Xxxx Xxxxxdent Attest: /S/ JACQUELINE RIVERA Name: Jacqueline River Title: Assistant Secretary EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING[FORM OF FACE OF NOTE] SPECIALTY RETAILERS, INC. promises to pay to or registered assigns[Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxNEW YORK, exchange or paymentNEW YORK, and any certificate issued is registered in the name of Cede TO SRI OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.* [Restricted Notes Legend] "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND UNDER APPLICABLE STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF SRI THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT -------- * This legend should only be added if the registered owner hereofNote is issued in global form. TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, Cede & Co.IN EACH OF CASES (i) THROUGH (iv) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteAND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE." No. (Back of Senior Note) __% SENIOR NOTE DUE 2006Principal Amount $ CUSIP No. 847514AL0

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of Very truly yours, 1996 AMERIKINGIKON Office Solutions, INC. --------------- Inc. By: ---------------------- /s/ Rxxxxxx X. Xxxxx Name: Rxxxxxx X. Xxxxx Title: Dated as Vice President and Treasurer The Bank of New York, 1996 ----------------------- ------------- as Trustee By: ---------------------- /s/ Mxxx XxXxxxxx Name: Mxxx XxXxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] IKON OFFICE SOLUTIONS, INC. promises to pay to or registered assignsSENIOR UNSECURED FLOATING RATE NOTES DUE 2012 [Global Note Legend] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, the principal sum of Dollars on ___________AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, 2006(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________[Private Placement Legend] THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ AS AMENDED (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"THE “SECURITIES ACT”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxAND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteRULE 144A THEREUNDER. (Back of Senior Note) __% SENIOR NOTE DUE 2006THE HOLDER OF THE SECURITY EVIDENCED HXXXXX AGREES FOR THE BENEFIT OF THE ISSUER THAT:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of April 28, 1996 AMERIKING, INC2000 360networks inc. --------------- By: ---------------------- ------------------------------------- Name: Title: Dated as of HSBC BANK USA, 1996 ----------------------- ------------- as Trustee AS TRUSTEE By: ---------------------- ------------------------------------- Name: Title: EXHIBIT A (A2 [Face of Senior Note) _% Senior Note due 2006 No] CUSIP/NO. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: _____/_______ and 13% Senior Notes due 2008 No. ___ eurodollars___________. Record Dates: _____________ and ____________360networks inc. Dated: ____________, 1996 AMERIKING, INC. By:promises to pay to__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ or registered assigns, the principal sum of____________________________________________________________ Euros (eurodollars_______________) on May 1, 2008. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Subject to Restrictions set forth in this Note. Dated: 360networks inc. By: ------------------------------------- Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: HSBC Bank USA, as Trustee By: __________________________________ Authorized SignatorySignatory [Back of Note] 13% Senior Notes due 2008 ["THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE."](1) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryAS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (55 Water Street, New York, New York1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "DTCQIB"), (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND , IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN U.S. $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST XXXXXX IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."](2) ---------- 1 This paragraph should be included only if the Note is issued in global form. Capitalized terms used herein shall have the meanings assigned to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered them in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made Indenture referred to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $[__________ CUSIP No. AMERIKING], INC. promises to pay to or registered assigns, the principal sum 2012 CIRCUS AND ELDORADO JOINT VENTURE Attest: By: Name: Name: Title: Title: Dated as of Dollars on [___________], 20062012 SILVER LEGACY CAPITAL CORP. Interest Payment DatesAttest: By: Name: Name: Title: Title: Dated as of [________], 2012 [TRUSTEE] Attest: By: Authorized Signatory Name: Title: EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. CUSIP $ No. 1 CIRCUS AND ELDORADO JOINT VENTURE and SILVER LEGACY CAPITAL CORP. [7._]% Mortgage Notes due 2017 CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (the “Partnership”), and SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital” and, together with the Partnership, the “Issuers,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of [____ and __] Million Dollars ($[_____]) on [___________. Record Dates: _____________ and ____________. Dated: ____________], 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 20062012.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Indenture signature page follows] 100 100 [Indenture signature page] Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $___________, 2000 ASIA GLOBAL CROSSING LTD. BY: NAME: TITLE: UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE BY: NAME: TITLE: 101 EXHIBIT A-1 (Face of Note) [INSERT THE GLOBAL SECURITY LEGENDS, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] [INSERT ORIGINAL ISSUE DISCOUNT LEGEND] CUSIP __% [SERIES A] [SERIES B] SECURITIES DUE ____ CUSIP No. AMERIKING, INC$ ASIA GLOBAL CROSSING LTD. promises to pay to Cede & Co. or registered assigns, the principal sum of Dollars on _______, ____, 2006. Interest Payment Dates: _________ and ________ Record Dates: ___________ and ___________. Record DatesASIA GLOBAL CROSSING LTD. By: _____________ and ____________. Name: Title: By: Name: Title: This is one of the Securities referred to in the within-mentioned Indenture: UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By: Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. 102 (Back of Senior Note) __% SENIOR NOTE DUE 2006[Series A] [Series B] Securities due ____ Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. For the purposes of this Note, the term "Securities" shall refer only to the Company's __% Securities due ____.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] LONGVIEW FIBRE COMPANY By: ---------------------- ---------------------------- Name: TitleRichard H. Wollenberg Xxxxx: Dated as of , 1996 ----------------------- ------------- as Trustee Xxxxxxxxx and Chief Operating Officer U.S. BANK NATIONAL ASSOCIATION By: ---------------------- ---------------------------- Name: Title: EXHIBIT A [FACE OF NOTE] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Face of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. $__________ CUSIP No. AMERIKINGUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND A PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS SECURITY (Back of Senior NoteOR ITS PREDECESSOR) __% SENIOR NOTE DUE 2006EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "XXXXXXXXXX XXX"), XXX XXX XXCURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Contents and headings of the Articles and Sections of Headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of January 15, 1996 AMERIKING2013 COMPANY: FAR EAST ENERGY (BERMUDA), INCLTD. --------------- By: ---------------------- /s/ Mxxxxxx X. XxXxxxxxx Name: Mxxxxxx X. XxXxxxxxx Title: Dated as of , 1996 ----------------------- ------------- as Trustee Chairman GUARANTOR: FAR EAST ENERGY CORPORATION By: ---------------------- /s/ Mxxxxxx X. XxXxxxxxx Name: Mxxxxxx X. XxXxxxxxx Title: Chief Executive Officer and President TRUSTEE AND COLLATERAL AGENT: WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Pxxxxxx Xxxxxxxx Name: Pxxxxxx Xxxxxxxx Title: Vice President 117 EXHIBIT A ([Face of 144A/IAI/Regulation S Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S. STATE OR NON-U.S. SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (B) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (C) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS, IN THE CASE OF SECURITIES PURCHASED UNDER SECTION 4(2) OF OR RULE 144A UNDER THE SECURITIES ACT, SIX MONTHS, OR, IN THE CASE OF SECURITIES PURCHASED PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, 40 DAYS, IN EACH CASE AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO A NON-U.S. PERSON THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). 119 CUSIP 144A: 307323 AA3 Reg S: G33116 AA5 IAI: 307323 AB1 Senior Note) _% Senior Note Secured Notes due 2006 2016 No. ___ $____________ CUSIP No. AMERIKINGFAR EAST ENERGY (BERMUDA), INCLTD. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ DOLLARS on January 15, 2016. Interest Payment Dates: June 30 and December 30, commencing on June 30, 2013 Record Dates: June 15 and December 15 Dated: _______________, 20__ FAR EAST ENERGY (Authorized Signatory) [Unless and until it BERMUDA), LTD. By: Name: Title: 120 This is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee one of the Depositary or by a nominee of the Depositary Notes referred to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name within-mentioned Indenture: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Trustee By: Authorized Signatory Dated: 121 [Back of Note] Senior Note) __% SENIOR NOTE DUE 2006Secured Notes due 2016 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING122 SIGNATURES CONTINENTAL RESOURCES, INC. --------------- By: ---------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- Chief Financial Officer and Treasurer WILMINGTON TRUST FSB, as Trustee By: ---------------------- /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President BANNER PIPELINE COMPANY, L.L.C.,as Initial Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Manager EXHIBIT A (A-1 [Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 1/8% Senior Notes due 2021 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered owner hereofassigns, Cede & Co.the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on April 1, has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 20062021.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC57 SIGNATURES ADVANCED RADIO TELECOM CORP. --------------- By: ---------------------- ----------------------------- Name: Title: Dated as of THE BANK OF NEW YORK, 1996 ----------------------- ------------- as Trustee By: ---------------------- ----------------------------- Name: Title: EXHIBIT A (Face of Senior Note) THE NOTES EVIDENCED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN UNITS WITH WARRANTS OF THE COMPANY. EACH UNIT CONSISTS OF $1,000 PRINCIPAL AMOUNT OF THE NOTES AND 15 WARRANTS, EACH WARRANT REPRESENTING THE RIGHT TO PURCHASE 1.349 SHARES OF COMMON STOCK. UNTIL THE EARLIEST OF (I) ________, 1997, (II) A CHANGE IN CONTROL OF THE COMPANY AND (III) SUCH DATE AS THE UNDERWRITERS OF THE UNIT OFFERING MAY, IN THEIR DISCRETION, DEEM APPROPRIATE, THE NOTES EVIDENCED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN INTEGRAL MULTIPLES OF $1,000 PRINCIPAL AMOUNT OF NOTES AND ONLY WITH THE SIMULTANEOUS TRANSFER TO THE TRANSFEREE OF 15 WARRANTS FOR EACH $1,000 PRINCIPAL AMOUNT OF NOTES SO TRANSFERRED. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $______, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $________, THE ISSUE DATE IS ________, 1997 AND THE YIELD TO MATURITY IS ____% PER ANNUM. __% Senior Note due 2006 2007 No. _______ $__________ CUSIP NoNO. AMERIKING, INC. 00754U AA 9 Advanced Radio Telecom Corp. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in assigns the name principal sum of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006_______________________ Dollars on _______, 2007. Interest Payment Dates: __________ and ________, commencing __________, 1997. Record Dates: __________ and _________ (whether or not a Business Day). ADVANCED RADIO TELECOM CORP. By: ------------------------------------- Name: Title:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, AAIPHARMA INC. --------------- By: ---------------------- /s/ William L. Ginna, Jr. ------------------------------------- Name: William L. Ginna, Jr. Title: Dated as of Xxxxxxxxx Vxxx Xresident and CFO Applied Analytical Industries Learning Center, 1996 ----------------------- ------------- Inc. AAI Japan, Inc. AAI Properties, Inc. AAI Technologies, Inc. Kansas City Analytical Services, Inc. Medical & Technical Research Associates, Inc. AAI International Inc. NeoSan Pharmaceuticals Inc. By: /s/ William L. Ginna, Jr. ------------------------------------- Name: William L. Ginna, Jr. Title: Xxxxxxxxxx Xxxxxtory FIRST UNION NATIONAL BANK, as Trustee By: ---------------------- /s/ James F. Long ------------------------------------- Name: James F. Long Title: Assistanx Xxxx Xxxxxxent EXHIBIT A (A1 [Face of Senior Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. $__________ CUSIP No. AMERIKINGTHIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ AS AMENDED (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) (THE "DTCSECURITIES ACT"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxOR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, exchange or paymentSOLD, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTCOR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY TRANSFERSUCH OFFER, PLEDGE SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE A1-1 RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER USE HEREOF FOR VALUE OR OTHERWISE INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY OR THE TRANSFEROR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteTHE TRUSTEE. (Back of Senior Note) __% SENIOR NOTE DUE 2006THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. A1-2 CUSIP 00252WAA2 No. R-1 **$174,340,000** AAIPHARMA inc.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not and shall not, for any reason, be deemed to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKINGSIGNATURES SPECIALTY RETAILERS, INC. --------------- ., as Issuer By: ---------------------- /S/ JAMES MARCUM Name: James Marxxx Title:Executive Xxxx Xxxxxxent & Chief Financial Officer Attest: Dated /S/ MARK HESS Name: Mark Hess Title:Vice President, Financial Planning STAGE STORES, INC., as of Guarantor By: /S/ JAMES MARCUM Name: James Marxxx Title:Executive Xxxx Xxxxxxent & Chief Financial Officer Attest: /S/ MARK HESS Name: Mark Hess Title:Vice President, 1996 ----------------------- ------------- Financial Planning STATE STREET BANK AND TRUST COMPANY, as Trustee By: ---------------------- /S/ JILL OLSON Name: Jill Olson Title:Assistant Vxxx Xxxxxxent Attest: /S/ JACQUELINE RIVERA Name: Jacqueline A. Rivera Title:Assistant Secretary EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING[FORM OF FACE OF NOTE] SPECIALTY RETAILERS, INC. promises to pay to or registered assigns[Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxNEW YORK, exchange or paymentNEW YORK, and any certificate issued is registered in the name of Cede TO SRI OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.* [Restricted Notes Legend] "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND UNDER APPLICABLE STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF SRI THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT -------- * This legend should only be added if the registered owner hereofNote is issued in global form. TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, Cede & Co.IN EACH OF CASES (i) THROUGH (iv) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteAND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE." No. (Back of Senior Note) __% SENIOR NOTE DUE 2006Principal Amount $ CUSIP No. 847514AJ5

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereofof this Indenture, and shall in no way modify or restrict any of the terms or provisions hereofof this Indenture. Dated as of , 1996 AMERIKINGSIGNATURES THE COMPANY: YOUNG BROADCASTING INC. By: Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer THE INITIAL GUARANTORS: YOUNG BROADCASTING OF ALBANY, INC. --------------- YOUNG BROADCASTING OF LANSING, INC. WINNEBAGO TELEVISION CORPORATION YOUNG BROADCASTING OF NASHVILLE, INC. YBT, INC. YOUNG BROADCASTING OF LOUISIANA, INC. LAT, INC. YOUNG BROADCASTING OF RICHMOND, INC. YOUNG BROADCASTING OF GREEN BAY, INC. YOUNG BROADCASTING OF KNOXVILLE, INC. YBK, INC. YOUNG BROADCASTING OF XXXXXXXXX, INC. YOUNG BROADCASTING OF SIOUX FALLS, INC. YOUNG BROADCASTING OF RAPID CITY, INC. YOUNG BROADCASTING OF SAN FRANCISCO, INC. HONEY BUCKET FILMS, INC. XXXX XXXXX INC. By: ---------------------- Name: Xxxxx X. Xxxxxx Title: Dated as Executive Vice President and Chief Financial Officer WKRN, G.P. By: Young Broadcasting of Nashville, 1996 ----------------------- ------------- Inc., Managing Partner By: Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer KLFY, L.P. By: Young Broadcasting of Louisiana, Inc., General Partner By: Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer WATE, G.P. By: Young Broadcasting of Knoxville, Inc., Managing Partner By: Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By: ---------------------- Name: Title: EXHIBIT A-1 [FORM OF SERIES A NOTE] SERIES A NOTE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (Face of Senior NoteTHE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKINGREPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO YOUNG BROADCASTING INC. promises to pay to or registered assigns(THE “COMPANY”) OR ANY SUBSIDIARY THEREOF, the principal sum of Dollars on ___________(B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________(C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), 1996 AMERIKING(2), INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory3) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company OR (55 Water Street, New York, New York7) UNDER THE SECURITIES ACT) ("DTC"AN “ACCREDITED INVESTOR”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx(D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), exchange or payment(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), and any certificate issued is registered in the name of Cede (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U. S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (Face of Note) YOUNG BROADCASTING INC. 8 3/4% Senior Subordinated Note due 2014 No. $ CUSIP No. Young Broadcasting Inc., a Delaware corporation (hereinafter called the “Company,” which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered owner hereofassigns, Cede & Co.the principal sum of Dollars on January 15, has an interest herein.]1 Additional 2014. Interest Payment Dates: January 15 and July 15, commencing July 15, 2004 Record Dates: January 1 and July 1 Reference is hereby made to the further provisions of this Senior Note are set forth on the other side of reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- 116 SIGNATURES SM ENERGY COMPANY By: ---------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Dated as of Executive Vice President, 1996 ----------------------- ------------- General Counsel and Corporate Secretary U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ Xxxxxx X. Richelmy Name: Xxxxxx X. Richelmy Title: Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Back of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) __% SENIOR OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE (AS DEFINED HEREIN), (2) THIS GLOBAL NOTE DUE 2006MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).](1) CUSIP: No. Principal Amount: $

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of SIGNATURES Very truly yours, 1996 AMERIKINGTEXAS INDUSTRIES, INC. --------------- By: ---------------------- /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Dated as of VP – Finance, 1996 ----------------------- ------------- Chief Financial Officer Guarantors: BROOKHOLLOW CORPORATION BROOK HOLLOW PROPERTIES, INC. BROOKHOLLOW OF ALEXANDRIA, INC. BROOKHOLLOW OF VIRGINIA, INC. SOUTHWESTERN FINANCIAL CORPORATION CREOLE CORPORATION PACIFIC CUSTOM MATERIALS, INC. RIVERSIDE CEMENT COMPANY XXXXXX LIMESTONE PRODUCTS, INC. RIVERSIDE CEMENT HOLDINGS COMPANY TXI AVIATION, INC. TXI CALIFORNIA INC. TXI CEMENT COMPANY TXI POWER COMPANY TXI RIVERSIDE INC. TXI TRANSPORTATION COMPANY By: /s/ XXXXXXX X. XXXXX Authorized Officer TEXAS INDUSTRIES HOLDINGS, LLC TEXAS INDUSTRIES TRUST TXI LLC TXI OPERATING TRUST By: /s/ XXXXXXX X. XXXXX Authorized Officer TXI OPERATIONS, LP By: TXI Operating Trust, its general partner By: /s/ XXXXXXX X. XXXXX Authorized Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 ] [INSERT APPROPRIATE LEGENDS] A1-1 CUSIP [ ] No. $__________ CUSIP No. AMERIKING**$ ** TEXAS INDUSTRIES, INC. 9¼% Senior Notes due 2020 Issue Date: Texas Industries, Inc., a Delaware corporation (the “Company”, which term includes any successor under this Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of Dollars [Amount of Note] ($ ) on ___________August 15, 20062020. Interest Payment Dates: ____________ February 15 and ___________August 15, commencing February 15, 2011. Record Dates: _____________ February 1 and ____________August 1. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This Reference is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary hereby made to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional further provisions of this Senior Note are set forth on the other side of reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this Senior Noteplace. (Back of Senior Note) __% SENIOR NOTE DUE 2006[ATTACH NOTATION OF GUARANTEE FOR EACH GUARANTOR] A1-2

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated In witness whereof, the parties hereto have caused this Indenture to be executed by their duly authorized representatives, effective as of , 1996 AMERIKING, INCthe day and year first above written. --------------- SM ENERGY COMPANY By: ---------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Dated as of Executive Vice President, 1996 ----------------------- ------------- General Counsel and Corporate Secretary U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ Xxxxxx X. Richelmy Name: Xxxxxx X. Richelmy Title: Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Back of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) __% SENIOR OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE (AS DEFINED HEREIN), (2) THIS GLOBAL NOTE DUE 2006MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).](1) CUSIP: No. Principal Amount: $

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December 14 , 1996 AMERIKING, INC. --------------- 2004 SBA COMMUNICATIONS CORPORATION By: ---------------------- /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Dated as of Senior Vice President and General Counsel U.S. BANK NATIONAL ASSOCIATION, 1996 ----------------------- ------------- as Trustee By: ---------------------- /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President EXHIBIT A [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Face of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 9.05 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.] [THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. $__________ NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THE NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.] [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.] CUSIP No. AMERIKINGISIN No. 8½% Series Senior Notes due 2012 No. Principal Amount $ SBA COMMUNICATIONS CORPORATION SBA Communications Corporation, INC. a Florida corporation (the “Company”) promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars on ___________December 1, 20062012 [or such greater or lesser amount as may be indicated on Schedule A hereto]1. Interest Payment Dates: ____________ June 1 and ___________. December 1 Record Dates: _____________ May 15 and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 November 15 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back Dated: SBA COMMUNICATIONS CORPORATION By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION U.S. BANK NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Notes referred to in the Indenture By: Authorized Signatory 1 If this Note is a Global Note, include this provision. [FORM OF REVERSE OF NOTES] 8½% Senior Note) __% SENIOR NOTE DUE 2006Notes due 2012 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of ______, 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of _______, 1996 ----------------------- ------------- FLEET NATIONAL BANK as Trustee By: ---------------------- Name: Title: 80 EXHIBIT A (Face of Senior NoteExchange Debenture) ___% Senior Note due 2006 EXCHANGE DEBENTURE DUE 2008 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and Dollars on ____________ 2008. Record Interest Payment Dates: _____________ and _____________ Record Dates: _______________ and ________________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_______________________________ This is one of the [Global] Senior Notes Exchange Debentures referred to in the within-mentioned Indenture: ______________________, FLEET NATIONAL BANK as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes Exchange Debentures in definitive form, this Senior Note Exchange Debenture may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water StreetXxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx) ("DTCXXX"), to the Issuer issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxagent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note Exchange Debenture are set forth on the other side of this Senior NoteExchange Debenture. (Back of Senior NoteExchange Debenture) ___% SENIOR NOTE EXCHANGE DEBENTURE DUE 20062008

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Contents and headings of the Articles and Sections of Headings in this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of January 24, 1996 AMERIKING, INC. --------------- 2007 ISSUER: PILGRIM’S PRIDE CORPORATION By: ---------------------- /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Dated as of Executive Vice President, 1996 ----------------------- ------------- as Trustee Chief Financial Officer, Secretary and Treasurer TRUSTEE: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: ---------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 [FORM OF FACE OF NOTE] No. $__________ $ CUSIP No. AMERIKING721467 AF 5 8 3/8% Senior Subordinated Notes Due May 1, INC. 2017 Pilgrim’s Pride Corporation, a Delaware corporation, promises to pay to [ ], or registered assigns, the principal sum of [ ] Dollars ($ ) on ___________May 1, 20062017. Interest Payment Dates: ____________ May 1 and ___________November 1. Record Dates: _____________ April 15 and ____________October 15. DatedAdditional provisions of this Note are set forth on the other side of this Note. PILGRIM’S PRIDE CORPORATION By: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Dated: January 24, 2007 TRUSTEE’S CERTIFICATE OF AUTHENTICATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as Trustee's Certificate of Authentication Dated:_________________________ This , certifies that this is one of the [Global] Senior Notes referred to in the within-within mentioned Indenture. By: ______________________Authorized Signatory [GLOBAL NOTE LEGEND] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, as Trustee By:_____________________________ AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (Authorized SignatoryI) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive formTHE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.06 OF THE INDENTURE, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this HAS AN INTEREST HEREIN. [FORM OF REVERSE SIDE OF NOTE] 8 3/8% Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006Subordinated Notes Due May 1, 2017

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture Agreement have been inserted for convenience of reference only, are not to be considered a part hereof, of this Agreement and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of January 26, 1996 AMERIKING2002 SF HOLDINGS GROUP, INC. --------------- BY: /s/ Dennis Mehiel ------------------------ Name: Dennis Mehiel Title: Chairman Xxxxxx: /s/ Hans H. Heinsen ----------------------------- Name: Hans Heinsen Xxxxx: Xxxxx Xxnancial Officer JEFFERIES & COMPANY, XXX. Xx: /s/ Eric Macy ----------------------------- Name: Eric Macy Title: Exxxxxxxx Vice President TCW/Crescent Mezzanine, X.X.X., as Collateral Agent By: ---------------------- /s/ Timothy P. Costello ----------------------------- Name: TitleTimothy X. Xxxxxxxx Xxxxx: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT Managing Director XXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assignsGUARANTY For value received, the undersigned hereby unconditionally guarantees to the Holder of the Note upon which this Guaranty is endorsed, subject to the terms of the Guaranty Agreement pursuant to which this Guaranty was issued (a) the due and punctual payment of the principal sum of, premium (if any) and interest on such Note when and as the same shall become due and payable for any reason according to the terms of Dollars on ___________such Note, 2006the Agreement and/or this Guaranty Agreement, and (b) that all other payment obligations of the Company under the Agreement or the Notes will be promptly paid in full in accordance with the terms of the Agreement, the Guaranty Agreement and the Notes. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKINGSF HOLDINGS GROUP, INC. By:__________________________ : --------------------------------- Name: ------------------------------- Title: Trustee's Certificate ------------------------------ EXHIBIT B FORM OF PLEDGE AGREEMENT [Attached] EXHIBIT C FORM OF WARRANT AGREEMENT [Attached] EXHIBIT D FORM OF OPTION AGREEMENT [Attached] EXHIBIT E FORM OF OPINION OF COUNSEL TO THE COMPANY The closing opinion of Authentication Dated:_________________________ This Kramer, Levin, Naftalis & Frankel, LLP, as counsel for the Company, which is one called for by Secxxxxx 0.25 and 7.02(a) of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________Agreement, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive formshall be dated Guaranty Date, this Senior Note may not shall be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary addressed to the Depositary or another nominee of Collateral Agent, the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor Purchaser and each subsequent Holder, shall be appointed by reasonably satisfactory in scope and form to the Company Collateral Agent and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water StreetPurchaser, New York, New York) ("DTC"), and shall be to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006effect that:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- 146 SIGNATURES Company: XXXXXXXX PETROLEUM CORPORATION By: ---------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- as Trustee General Counsel and Corporate Secretary Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: ---------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKINGVice President, INC. promises to pay to or registered assignsGeneral Counsel and Corporate Secretary Trustee: WILMINGTON TRUST, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________NATIONAL ASSOCIATION, as Trustee and Collateral Agent By:_____________________________ : /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President EXHIBIT A [Face of Initial Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.]1 [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION AND THIS SECURITY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, INCLUDING (X) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (Y) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF THE SECURITIES ACT (IF AVAILABLE) OR (Z) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER 1 For Global Notes INFORMATION TO THE COMPANY, THE TRUSTEE AND THE REGISTRAR REASONABLY SATISFACTORY TO THEM, AND, IN EACH OF CASES (I) THROUGH (III), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]2 2 For Restricted Global Notes and Restricted Definitive Notes. XXXXX: Xx. Xxxxxxxxx Xxxxxx: $ XXXXXXXX PETROLEUM CORPORATION 13.50% Convertible Second Lien Senior Secured Notes due 2019 Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to, or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on the later of (i) August 30, 2019 and (ii) the date that is six months after the scheduled maturity date (including after giving effect to the exercise of the RBL Extension Option) of the First Lien Credit Agreement or any Permitted First Lien Replacement Facility, but in any event no later than March 30, 2020 (the “Maturity Date”). If the Holder delivers a written notice to the Company on or before the Maturity Date requesting that any portion of the outstanding and unpaid principal amount of the Note (together with any accrued and unpaid interest) be made in Common Stock, the Company shall convert the Conversion Amount into fully paid and non-assessable shares of Common Stock at the Conversion Rate. If the Holder makes an election as described in the registered owner hereofpreceding sentence, Cede & Co.the Company shall be entitled to (i) deliver shares of Common Stock to the Holder, has (ii) pay the Holder an interest herein.]1 Additional amount in cash equal to the market value of the shares calculated using the Closing Price of the Common Stock on the Conversion Date; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date, or (iii) any combination thereof. Interest Payment Dates: January 15, April 15, July 15 and October 15 of each year, commencing January 15, 2017. Regular Record Dates: January 1, April 1, July 1 and October 1 of each year. Reference is hereby made to the further provisions of this Senior Note are set forth on the other side of reverse, which further provisions shall for all purposes have the same effect as if set forth at this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- 116 SIGNATURES SM ENERGY COMPANY By: ---------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- General Counsel and Corporate Secretary U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ Xxxxxx Richelmy Name: Xxxxxx Richelmy Title: Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Back of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) __% SENIOR OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE (AS DEFINED HEREIN), (2) THIS GLOBAL NOTE DUE 2006MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).](1) CUSIP: No. Principal Amount: $

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings of the Articles and Sections of Headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 76 SIGNATURES Dated as of January 28, 1996 AMERIKING2005 Coventry Health Care, INC. --------------- Inc. By: ---------------------- /s/ Xxxxx X. Xxxxxxx -------------------------------- Name: Xxxxx X. Xxxxxxx Title: Dated as of Chief Financial Officer Wachovia Bank, 1996 ----------------------- ------------- National Association, as Trustee By: ---------------------- /s/ Xxxxxxx Xxxxx -------------------------------- Name: Xxxxxxx Xxxxx Title: Vice President 77 EXHIBIT A (Face of Senior Note) _5-7/8% Senior Note due 2006 No. $__________ SENIOR NOTES DUE 2012 CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on _____________ NO._______ $_____________ COVENTRY HEALTH CARE, 2006INC. promises to pay to _______ or registered assigns, the principal sum of _________________ Dollars ($______________) on January 15, 2012. Interest Payment Dates: ____January 15 and July 15, commencing July 15, 2005 Record Dates: ________ and ___________. Record DatesCOVENTRY HEALTH CARE, INC. By: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned IndentureBy: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it Name: Title: This is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee one of the Depositary or by a nominee Global Notes referred to in the within-mentioned Indenture: Wachovia Bank, National Association, as Trustee By: _______________________________ Authorized Signatory Dated (Back of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryNote) THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the RegistrarUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Unless this certificate is presented by an authorized representative of The Depository Trust Company UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 Water StreetXXXXX XXXXXX, New YorkXXX XXXX, New YorkXXX XXXX) ("DTCXXX"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Private Placement Legend THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, BEFORE THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE UNDER RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) UNDER OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT BEFORE ANY SUCH OFFER, SALE OR TRANSFER UNDER CLAUSES (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Capitalized terms used herein shall have the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on meanings assigned to them in the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKINGSIGNATURES XXXXXXX ENTERPRISES, INC. --------------- By: ---------------------- /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Dated as of Vice President, 1996 ----------------------- ------------- Treasurer and Secretary GUARANTORS: XXXXXXX-XXXXX FUNERAL HOME, INC. S.E. CEMETERIES OF ALABAMA, INC. S.E. COMBINED SERVICES OF ALABAMA, INC. S.E. FUNERAL HOMES OF ALABAMA, INC. FOREST HILLS CEMETERY, INC. XXXXXXX-XXXXXXX INSURANCE AGENCY, INC. XXXXXXX-XXXXXXX, INC. GROSS FUNERAL HOME, INC. REST HILLS MEMORIAL PARK, INC. S.E. FUNERAL HOMES OF ARKANSAS, INC. ALL SOULS MORTUARY, INC. ASHES TO ASHES, INC. ASSUMPTION MORTUARY, INC. BARSTOW FUNERAL HOMES, INC. XXXXXXXX FAMILY, INC. CALVARY MORTUARY OF LOS ANGELES, CALIFORNIA, INC. CATALINA CHANNEL CREMATION SOCIETY CATHOLIC MORTUARY SERVICES, INC. XxXXXXX MEMORIAL CHAPEL, INC. XXXXXX BROTHERS HUNTINGTON VALLEY MORTUARY HOLY CROSS MORTUARY OF CULVER CITY, CALIFORNIA, INC. HOLY CROSS MORTUARY OF POMONA, CALIFORNIA, INC. XXXXXX MORTUARY, INC. XXXXXXX FUNERAL CHAPELS, INC. LOMBARD & CO. N.D. XXXXX & ASSOCIATES, INC. QUEEN OF HEAVEN MORTUARY, INC. RESURRECTION MORTUARY, INC. RIVER CITIES FUNERAL CHAPEL, INC. S.E. ACQUISITION OF CALIFORNIA, INC. S.E. ACQUISITION OF DELANO, CALIFORNIA, INC. S.E. ACQUISITION OF GLENDALE,CALIFORNIA, INC. X.X. XXXXXXXXXXX XX XXXXXXXXX, XXXXXXXXXX, INC. S.E. ACQUISITION OF LOS OSOS MORTUARY AND MEMORIAL PARK, INC. S.E. ACQUISITION OF OAKHURST, CALIFORNIA, INC. S.E. ACQUISITION OF OROVILLE, CALIFORNIA, INC. SAN DIEGO CEMETERY ASSOCIATION SAN XXXXXXXX MISSION MORTUARY, INC. SANTA XXXXXXX FUNERAL SERVICES, INC. SANTA XXXXX MORTUARY, INC. XXXXXXX MORTUARY, A CALIFORNIA CORPORATION SDCA HOLDINGS, INC. SIMPLICITY PLAN OF CALIFORNIA, INC. XXXXXXX PRE-NEED SERVICES, INC. XXXXXXXXX/XXXXXXX MORTUARY XXXXXX X. XXXXXXXXX, INC. XXXXXXX X. XXXXX & XXXXXX X. XXXXXXXX, INC. SENTINEL CREMATION SOCIETIES, INC. X.X. XXXX FUNERAL HOME, INC. ALL FAITHS MEMORIAL PARK, INC. ARLINGTON MEMORIAL PARK CEMETERY AND FUNERAL HOME, INC. XXXXXXX-XXXXXXXXX FUNERAL HOMES, INC. BAY AREA CREMATORY, INC. XXXX XXXXX MEMORIAL CHAPEL, INC. XXXXX OCALA FUNERAL HOME, INC. CEMETERY MANAGEMENT, INC. CHAPEL HILL CEMETERY, INC. XXXXX & SON FUNERAL HOME, INC. XXXXX X. XXXXX FUNERAL HOME, INC. FLORIDA HILLS MEMORIAL GARDENS, INC. GARDEN OF MEMORIES, INC. XXXX HAVEN MEMORIAL PARK, INC. GOOD SHEPHERD MEMORIAL GARDENS, INC. HIGHLAND MEMORY GARDENS, INC. XXXXXXX FUNERAL HOME AND CREMATORY, INC. XXXX X. XXXXXX, INC. KICLITER FUNERAL HOME, INC. MADCEM OF FLORIDA, INC. MEMORIAL PARK CEMETERY, INC. MEMORIAL SUNSET PARK, INC. OAKLAWN PARK CEMETERY AND FUNERAL HOME, INC. XXXXXXX FUNERAL HOME, INC. ROYAL PALM MEMORIAL GARDENS, INC. SEMORAN FUNERAL HOME, INC. SOUTH DADE-PALMS MEMORIAL PARK, INC. XXXXXX XXXXX MEMORIAL PARK, INC. THE SIMPLICITY PLAN, INC. TRINITY MEMORIAL GARDENS OF LAKELAND, INC. XXXXXX CREMATORY, INC. 71 XXXXXX FUNERAL HOMES, INC. XXXXX & XXXX FUNERAL HOME, INC. WOODLAWN MEMORY GARDENS, INC. WOODLAWN PARK CEMETERY COMPANY XXXXXXXX HILL MEMORIAL PARK, INC. EASTLAWN CORPORATION XXXXXX FAMILY FUNERAL HOME, INC. XXXXXXX FUNERAL HOME OF XXXXX COUNTY, INC. XXXXXXX FUNERAL HOMES, INC. XXXXXXX AND SON FUNERAL HOME, INC. XXXXX HILL MEMORIAL PARK, INC. ROSEHAVEN FUNERAL HOME & CEMETERY, INC. S.E. ACQUISITION OF LITHONIA, GEORGIA, INC. S.E. ACQUISITION OF BLUE ISLAND, ILLINOIS, INC. S.E. ACQUISITION OF OAK LAWN AND ORLAND PARK, ILLINOIS, INC. XXXXXX X. XXXXXX & SON FUNERAL HOME, INC. S.E. FUNERAL HOMES OF ILLINOIS, INC. XXXXXXX FUNERAL HOMES, INC. XXXXXX FUNERAL HOME, INC. XXXXXX XXXXXXX, INC. ACME MAUSOLEUM CORPORATION EMPRESAS XXXXXXX - CEMENTERIOS, INC. EMPRESAS XXXXXXX - FUNERARIAS, INC. LAKE LAWN METAIRIE FUNERAL HOME (JOINT VENTURE) LAKE LAWN PARK, INC. S.E. AUSTRALIA, INC. S.E. CEMETERIES OF LOUISIANA, INC. S.E. FUNERAL HOMES OF LOUISIANA, INC. S.E.SOUTH-CENTRAL, INC. XXXXXXX ENTERPRISES (EUROPE) INC. XXXXXXX RESOURCE CENTER, INC. XXXXXXX SERVICES, INC. BOUNDS FUNERAL HOME, INC. CEDAR HILL CEMETERY COMPANY, INC. CREST LAWN MEMORIAL GARDENS, INC. DRUID RIDGE CEMETERY COMPANY FORT LINCOLN CEMETERY, INC. FORT LINCOLN FUNERAL HOME, INC. GALLERY GRANITE CORPORATION HILLCREST MEMORIAL CEMETERY, INC. XXXXX-XXXXXXX FUNERAL HOME, INC. XXXX X. XXXXXX FUNERAL HOME, INC. LOUDON PARK CEMETERY COMPANY LOUDON PARK FUNERAL HOME, INC. NATIONAL HARMONY MEMORIAL PARK, INC. PARKLAWN, INC. PARKWOOD MANAGEMENT COMPANY 72 S.E. MID-ATLANTIC, INC. SIMPLE TRIBUTE OF MARYLAND, INC. THE PARKWOOD CEMETERY COMPANY XXXXXXX X. XXXXXXXX, INC. LAKEWOOD MEMORIAL PARK, INC. X.X. XXXXXXXX'X SONS, INC. DWN PROPERTIES, INC. FUNERAL SECURITY PLANS, INC. NEPTUNE SOCIETY OF NEVADA, INC. RENO MEMORIAL, INC. S.E. ACQUISITION OF NEVADA, INC. S.E. ACQUISITION OF RENO, NEVADA, INC. XXXXX & XXXXX XXXXXXXX-XXXXXXX MORTUARY S.E. ACQUISITION OF CLIFTON, NEW JERSEY, INC. S.E. ACQUISITION OF SANTA FE, NEWMEXICO, INC. X.X. XXXXXXXXX AND SONS, INC. CORNELL & XXXXXXX, INC. XXXXXXXXX XXXXXXXX MEMORIAL HOME, INC. XXXXXX FUNERAL SERVICE, INC. XXXX XXXXXX FUNERAL HOME, INC. S.E. ACQUISITION OF FREDONIA, NEW YORK, INC. STRONG & XXXXX FUNERAL HOME, INC. CATAWBA MEMORIAL PARK, INC. XXXXX FUNERAL HOME, INC. XXXXXXX - HILLCREST, INC. XXXXXXXX'X FUNERAL HOME, INC. MONTLAWN MEMORIAL PARK, INC. S.E. CEMETERIES OF NORTH CAROLINA, INC. S.E. FUNERAL HOMES OF NORTH CAROLINA, INC. XXXXXX/XXXXXXXXX FUNERAL SERVICE, INC. CASCADE CREMATORY, INC. CHAPEL OF THE ROSES, INC. CHAPEL OF THE VALLEY FUNERAL HOME, INC. XXXXXX, INC. X.X. XXXXXXXXX, INC. X.X. XXXXXX AND SON MORTUARY, INC. S.E. BEND NR, INC. X.X. XXXXXXXXXXX XX XXXXXX XXXXX, XXXXXX, INC. S.E. ACQUISITION OF OREGON, INC. S.E. ACQUISITION OF REEDSPORT, OREGON, INC. SUNSET HILLS MEMORIAL PARK S.E. BEND TDHM, INC. XXXXXXXX XXXXXXXX P. M., INC. XXXXXX XXXXXXXXXX MEMORIAL PARK, INC. XXXX & NICE SUBURBAN CHAPEL, INC. XXXX & NICE, INC. PET HAVEN, INC. X.X. XXXXXXXXXXX XX XXXXXXXXXXXX, INC. SUNSET MEMORIAL PARK COMPANY XXXXXX FUNERAL HOME S.E. CEMETERIES OF SOUTH CAROLINA, INC. S.E. COMBINED SERVICES OF SOUTH CAROLINA, INC. S.E. FUNERAL HOMES OF SOUTH CAROLINA, INC. MONTE VISTA BURIAL PARK, INC. MT. JULIET MEMORIAL GARDENS, INC. XXXX FUNERAL HOME OF LEBANON, INC. S.E. COMBINED SERVICES OF TENNESSEE, INC. S.E. FUNERAL HOMES OF TENNESSEE, INC. THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC. ABBEY PLAN OF TEXAS, INC. XXXXX FUNERAL HOME, INC. EMERALD HILLS FUNERAL CORPORATION GUARDIAN CREMATION SOCIETY, INC. XXXXX FUNERAL HOME, INC. PASADENA FUNERAL HOME, INC. S.E. FUNERAL HOMES OF TEXAS, INC. S.E. CEMETERIES OF TEXAS, INC. SIMPLICITY PLAN OF TEXAS, INC. CLINCH VALLEY MEMORIAL CEMETERY, INC. XXXXXX FUNERAL HOMES, INCORPORATED XXXXXX PFP, INC. MONTICELLO MEMORY GARDENS, INC. S.E. CEMETERIES OF VIRGINIA, INC. S.E. FUNERAL HOMES OF VIRGINIA, INC. CREMATION SOCIETY NORTHWEST, INC. X.X. XXXXXXXXXXX & SONS S.E.E.S. OF VANCOUVER, INC. S.E. ACQUISITION OF WASHINGTON, INC. XXXXXXXX-XXXXXXXX-XXX FUNERAL HOME, INC. XXXXXXXX & XXXXX FUNERAL HOME, INC. EASTERN CEMETERY ASSOCIATES, INC. KANAWHA PLAZA PARTNERSHIP XXXXXXX-XXXXXXXXX MORTUARY, INC. LOI CHARLESTON, INC. NATIONAL EXCHANGE TRUST, LTD. NATIONAL FUNERAL SERVICES, INCORPORATED S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC. S.E. CEMETERIES OF WEST VIRGINIA, INC. S.E. FUNERAL HOMES OF WEST VIRGINIA, INC. CEMETERY SERVICES, INC. WISCONSIN MEMORIAL PARK COMPANY, INC. XXXXXX FUNERAL HOME, INC. S.E. CEMETERIES OF WISCONSIN, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Authorized Signatory U.S. Bank National Association as Trustee By: ---------------------- /s/ Xxxx-Xxxx Xxxxxxxxx Name: Xxxx-Xxxx Xxxxxxxxx Title: Vice President 75 EXHIBIT A (A1 [Face of Senior Note) _% Senior Note due 2006 ] CUSIP 000000XX0 No. _______ **$[__________ CUSIP No. AMERIKING]** XXXXXXX ENTERPRISES, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- 116 SIGNATURES SM ENERGY COMPANY By: ---------------------- /s/ A. XXXX XXXXXXX Name: A. Xxxx Xxxxxxx Title: Dated as of Executive Vice President and Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, 1996 ----------------------- ------------- as Trustee By: ---------------------- /s/ XXXXXX X. RICHELMY Name: Xxxxxx X. Richelmy Title: Assistant Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Back of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) __% SENIOR OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE (AS DEFINED HEREIN), (2) THIS GLOBAL NOTE DUE 2006MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).](1) CUSIP: No. Principal Amount: $

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 80 [Signatures on following page] 81 SIGNATURES Dated as of October 10, 1996 AMERIKING2003 PARKER DRILLING COMPANY By: /s/ JAMES X. XXALEN --------------------------------- Name: James W. Whalen Title: Senior Vice Pxxxxxxxx & XXX GUARANTORS: ANACHORETA, INC. --------------- CANADIAN RIG LEASING, INC. CHOCTAW INTERNATIONAL RIG CORP. CREEK INTERNATIONAL RIG CORP. DGH, INC. INDOCORP OF OKLAHOMA, INC. PARDRIL, INC. PARKER AVIATION, INC. PARKER DRILLING (XXXXXXTAN), LTD. PARKEX XXXXLING COMPANY EASTERN HEMISPHERE, LTD. PARKER DRILLING COMPANY INTERNATIONAL, INC. XARKER DRILLING COMPANY INTERNATIONAL LIMITED PARKER DRILLING COMPANY LIMITED (NEVADA) XXXXER DRILLING COMPANY NORTH AMERICA, INC. XARKER DRILLING COMPANY OF ARGENTINA, INC. XXRKER DRILLING COMPANY OF BOLIVIA, INC. XXXXER DRILLING COMPANY OF NEW GUINEA, INC. XARKER DRILLING COMPANY OF NIGER PARKER XXXXXING COMPANY OF OKLAHOMA, INCORPORATED PARKER DRILLING COMPANY OF SINGAPORE, LTD. XXRKER DRILLING COMPANY OF SOUTH AMERICA, INC. PARKER DRILLING OFFSHORE CORPORATION PAXXXX XRILLING OFFSHORE INTERNATIONAL, INC. PARKER NORTH AMERICA OPERATIONS, INC. PXXXXX TECHNOLOGY, INC. PARKER TECHNOLOXX, XXC PARKER USA DRILLXXX XXMPANY PARKER-VSE, XXX. QUAIL USA, LLC SELECTIVE DRILLING CORPORATION UNIVERSAL RIG SERVICE CORP. By: ---------------------- /s/ DAVID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: Dated as of Vice Presidexx Indenture - Signature Page PARKER DRILLING COMPANY OF MEXICO, 1996 ----------------------- ------------- LLC XXXXXX DRILLING OFFSHORE USA, LLC By: /x/ XXUCE J. KORVER ---------------------------------------------- Name: Bruce J. Korver Title: Vice Presidenx PARKER DRILLING MANAGEMENT SERVICES, INC. By: /s/ DAVID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: Vice Presidexx PARKER OFFSHORE RESOURCES, L.P. By: /x/ XXXID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: President, Pxxxxx Xxxxxxxx Management Services, Xxx., General Partner PARKER TOOLS, LLC By: /s/ TOM JUNK --------------------------------------------- Name: Tom Junk Title: President PARKER USA RESOURCES, LLC By: /s/ TOX XXXX --------------------------------------------- Name: Tom Junk Title: President Indenture - Signature Page PD MANAGEMENT RESOURCES, L.P. By: /s/ DAVID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: President, Pxxxxx Xxxxxxxx Management Services, Xxx., General Partner QUAIL TOOLS, LP By: /s/ DAVID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: Vice Presidexx, Xxxxx XXX, LLC, General Partner Indenture - Signature Page JPMORGAN CHASE BANK as Trustee By: ---------------------- /s/ REBECCA A. NEWMAN --------------------------------------------- Name: Rebecca A. Newman Title: Vice Presixxxx xxx Xxxxx Xxficer Indenture - Signature Page EXHIBIT A (CUSIP [Face of Senior Note) _] 9 5/8% Senior Note Notes due 2006 2013 No. $__________ CUSIP No. AMERIKING, INC. 001 Principal Amount $ PARKER DRILLING COMPANY promises to pay to CEDE & CO., or registered assignsxxxxxxs, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:DOLLARS ($_____________) on October 1, 2013. Interest Payment Dates: April 1 and October 1, commencing April 1, 2004 Record Dates: March 15 and September 15 Dated: October _____________ , 2003 PARKER DRILLING COMPANY By: ----------------------------------- Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Global Notes referred to in the within-mentioned Indenture: ______________________, JPMORGAN CHASE BANK as Trustee By:_____________________________ (: -------------------------------- Authorized Signatory) Signatory [Unless and until it is exchanged in whole or in part for Back of Note] 9 5/8% Senior Notes in definitive formdue 2013 [Insert the Global Note Legend, this Senior Note may not be transferred except as a whole by if applicable, pursuant to the Depositary to a nominee provisions of the Depositary or by a nominee Indenture] [Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Depositary Indenture] 9 5/8% Senior Notes due 2013 Capitalized terms used herein shall have the meanings assigned to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered them in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made Indenture referred to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of November 21, 1996 AMERIKING2014 OMNICARE, INC. --------------- By: ---------------------- /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Dated as of Senior Vice President and Chief Financial Officer Attest: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President, 1996 ----------------------- ------------- as Trustee Treasurer U.S. BANK NATIONAL ASSOCIATION By: ---------------------- /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: EXHIBIT Vice President Attest: /s/ Xxxxx Xxxxxxx Authorized Signatory Exhibit A [Legend if Security is a Global Security] THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (Face of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKINGOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.08 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF OMNICARE, INC. promises to pay to or registered assigns, the principal sum [Face of Dollars on ___________, 2006. Interest Payment Dates: Security] CUSIP ____________ and [TITLE OF SECURITIES] No. ___________. Record Dates: __ $____________ and ____________. Dated: ____________, 1996 AMERIKINGOMNICARE, INC. By:promises to pay to __________________________ Name: Title: Trustee's Certificate ______________or registered assigns, the principal sum of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) Interest Payment Dates [Unless ____________] and until it [____________], commencing on [______]. Record Dates: [______________] and [______________] Dated: _______________, ____ OMNICARE, INC. By: Name: Title: By: Name: Title: This is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee one of the Depositary or by a nominee Securities referred to in the within-mentioned Indenture: [______________], as Trustee By: Authorized Signatory [Back of Security] [TITLE OF SECURITIES] [Insert the Depositary Global Security Legend, if applicable pursuant to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on Indenture] [Insert any legend required by the other side of Internal Revenue Code and the regulations thereunder] Capitalized terms used herein shall have the meanings assigned to them in this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated SURGERY CENTERS MERGER SUB LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Vice President and Secretary The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger of Surgery Centers Merger Sub LLC with and into Surgical Care Affiliates, LLC with Surgical Care Affiliates, LLC continuing as the surviving corporation, it shall succeed by operation of law to all of the rights and obligations of Surgery Centers Merger Sub LLC, 1996 AMERIKINGset forth herein and that all references to the “Company” shall thereupon be deemed to be references to the under-signed. SURGICAL CARE AFFILIATES, LLC By: /s/ Xxxxxxx X. Xxxx, Xx. Name: Xxxxxxx X. Xxxx, Xx. Title: Authorized Signatory Signature Page to Indenture (Senior Subordinated Notes) SURGICAL HOLDINGS, INC. --------------- By: ---------------------- /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Dated as of Vice President and Secretary ASC NETWORK, 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKINGLLC ECODESOLUTIONS, INC. promises HEALTHSOUTH SURGICAL CENTER OF TUSCALOOSA, INC. NATIONAL SURGERY CENTERS, LLC SC AFFILIATES, LLC SURGERY CENTERS-WEST HOLDINGS, LLC SURGERY CENTER HOLDING, LLC SURGICAL HEALTH, LLC, each as a Guarantor By: /s/ Xxxxxxx X. Xxxx, Xx. Name: Xxxxxxx X. Xxxx, Xx. Title: Authorized Signatory Signature Page to Indenture (Senior Subordinated Notes) XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]2 [RULE 144A] [REGULATION S] [GLOBAL] NOTE representing up to $150,000,000 10.0% Senior Subordinated Note due 2017 No. [$ ]] Surgery Centers Merger Sub LLC, a Delaware limited liability company, to be merged with and into Surgical Care Affiliates, LLC, a Delaware limited liability company, and Surgical Holdings, Inc., a Delaware corporation, promise to pay to or registered assigns, the principal sum [set forth on the Schedule of Dollars Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on ___________July 15, 20062017. Interest Payment Dates: ____________ January 15 and ___________. July 15, commencing January 15, 2008 Record Dates: _____________ January 1 and ____________July 1 2 144A ISIN: US86881RAB96 144A CUSIP: 86881R AB9 Regulation S ISIN: USU8681NAB11 Regulation S CUSIP: U8681N AB1 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. DatedSURGERY CENTERS MERGER SUB LLC By: ____________Name: Title: The undersigned hereby acknowledges and agrees that, 1996 AMERIKINGupon the effectiveness of the Merger of Surgery Centers Merger Sub LLC with and into Surgical Care Affiliates, LLC with Surgical Care Affiliates, LLC continuing as the surviving corporation, it shall succeed by operation of law to all of the rights and obligations of Surgery Centers Merger Sub LLC, set forth herein and that all references to the “Company” shall thereupon be deemed to be references to the under-signed. SURGICAL CARE AFFILIATES, LLC By: Name: Title: SURGICAL HOLDINGS, INC. By:__________________________ : Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By:_____________________________ (Authorized Signatory) : Name: Xxxx X. Xxxxxxx Title: Vice President [Unless and until it is exchanged in whole or in part for Back of Note] 10.0% Senior Notes in definitive form, this Senior Subordinated Note may not be transferred except as a whole by due 2017 Capitalized terms used herein shall have the Depositary meanings assigned to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered them in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made Indenture referred to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings of the Articles and Sections of Headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURE PAGE TO INDENTURE SIGNATURE PAGE TO INDENTURE SIGNATURES Dated as of June 28, 1996 AMERIKING2002 ISSUER: EXTENDICARE HEALTH SERVICES, INC. --------------- By: ---------------------- /s/ Mark W. Durishan ---------------------------------------- Name: Mark W. Durishan Title: Dated as of Vice Prxxxxxxx, 1996 ----------------------- ------------- as Trustee Xxxxx Xinancial Officer and Treasurer GUARANTORS: EXTENDICARE HEALTH FACILITY HOLDINGS, INC. EXTENDICARE HEALTH FACILITIES, INC. COVENTRY CARE, INC. NORTHERN HEALTH FACILITIES, INC. EXTENDICARE HOMES, INC. EXTENDICARE HEALTH NETWORK, INC. THE PROGRESSIVE STEP CORPORATION EXTENDICARE OF INDIANA, INC. EDGEWOOD NURSING CENTER, INC. ELDER CREST, INC. HAVEN CREST, INC. MEADOW CREST, INC. OAK HILL HOME OF REST AND CARE, INC. EXTENDICARE GREAT TRAIL, INC. FIR LANE TERRACE CONVALESCENT CENTER, INC. ADULT SERVICES UNLIMITED, INC. ARBORS EAST, INC. ARBORS AT TOLEDO, INC. HEALTH POCONOS, INC. MARSHALL PROPERTIES, INC. COVENTRY CARE HOLXXXXX, XNC. UNITED PROFESSIONAL SERVICES, INC. By: ---------------------- /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer INDIANA HEALTH AND REHABILITATION PARTNERSHIP BY: EXTENDICARE HOMES, INC., AS GENERAL PARTNER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer BY: EXTENDICARE OF INDIANA, INC., AS GENERAL PARTNER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer CONCORDIA MANOR, LLC FIRST COAST HEALTH AND REHABILITATION CENTER, LLC JACKSON HEIGHTS REHABILITATION CENTER, LLC XXXXXXXE ISLE CARE CENTER, LLC BY: EXTENDICARE HOMES, INC., AS SOLE MEMBER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer KAUFMAN STREET, WV, LLC NEW CASTLE CARE, LLX BY: FIR LANE TERRACE CONVALESCENT CENTER, INC., AS SOLE MEMBER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer ALPINE HEALTH AND REHABILITATION CENTER, LLC COLONIAL CARE, LLC GREENBRIAR CARE, LLC GREENBROOK CARE, LLC HERITAGE CARE, LLC LADY LAKE CARE, LLC NEW HORIZON CARE, LLC NORTH REHABILITATION CARE, LLC PALM COURT CARE, LLC RICHEY MANOR, LLC ROCKLEDGE CARE, LLC SOUTH HERITAGE HEALTH AND REHABILITATION CENTER, LLC THE OAKS RESIDENTIAL AND REHABILITATION CENTER, LLC WINTER HAVEN HEALTH AND REHABILITATION CENTER, LLC BY: EXTENDICARE HEALTH FACILITIES, INC., AS SOLE MEMBER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer ARBORS AT TAMPA, LLC ARBORS AT BAYONET POINT, LLC ARBORS AT FAIRLAWN CARE, LLC ARBORS AT FAIRLAWN REALTY OH, LLC ARBORS AT SYLVANIA CARE, LLC ARBORS AT SYLVANIA REALTY OH, LLC ARBORS WEST CARE, LLC ARBORS WEST REALTY OH, LLC COLUMBUS REHABILITATION REALTY OH, LLC JACKSONVILLE CARE, LLC SAFETY HARBOR CARE, LLC KISSIMMEE CARE, LLC ORANGE PARK CARE, LLC OREGON CARE, LLC PORT CHARLOTTE CARE, LLC SARASOTA CARE, LLC SEMINOLE CARE, LLC WINTER HAVEN CARE, LLC BLANCHESTER CARE, LLC CANTON CARE, LLC COLUMBUS REHABILITATION CARE, LLC DAYTON CARE, LLC DELAWARE CARE, LLC GALLIPOLIS CARE, LLC HILLIARD CARE, LLC LONDON CARE, LLC MARIETTA CARE, LLC ROCKMILL CARE, LLC ROCKSPRINGS CARE, LLC WATERVILLE CARE, LLC WOODSFIELD CARE, LLC BY: NORTHERN HEALTH FACILITIES, INC., AS SOLE MEMBER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer STONEBRIDGE CARE, LP EDGEWOOD CARE, LP ELDERCREST CARE, LP HAVEN CARE, LP MEADOW CARE, LP OAK HILL CARE, LP BY: COVENTRY CARE HOLDINGS, INC., AS GENERAL PARTNER By: /s/ Mark W. Durishan -------------------------------------------------- Name: Mark W. Durishan Title: Vice President, Cxxxx Xxxxxxxxx Xfficer and Treasurer GREAT TRAIL CARE, LLC BY: EXTENDICARE GREAT TRAIL, INC., AS SOLE MEMBER By: /s/ Richard Bertrand -------------------------------------------------- Name: Richard Bertrand Title: Senior Vice Presixxxx - Xxxxxxxxxnt FISCAL SERVICES GROUP, LLC PARTNERS HEALTH GROUP, LLC BY: EXTENDICARE HEALTH NETWORK, INC., AS SOLE MEMBER By: /s/ Richard Bertrand -------------------------------------------------- Name: Richard Bertrand Title: Senior Vice Presixxxx - Xxxxxxxxxnt MILFORD CARE, LLC BY: MARSHALL PROPERTIES, INC., AS SOLE MEMBER Xx: /x/ Richard Bertrand -------------------------------------------------- Name: Richard Bertrand Title: Senior Vice Presixxxx - Xxxxxxxxxnt PARTNERS HEALTH GROUP - FLORIDA, LLC PARTNERS HEALTH GROUP - LOUISIANA, LLC PARTNERS HEALTH GROUP - TEXAS, LLC BY: PARTNERS HEALTH GROUP, LLC BY: EXTENDICARE HEALTH NETWORK, INC., AS SOLE MEMBER By: /s/ Richard Bertrand -------------------------------------------------- Name: Richard Bertrand Title: Senior Vice Presixxxx - Xxxxxxxxxnt TRUSTEE: U.S. BANK, N.A. By: /s/ Steven J. Peterson ---------------------------------------- Name: Steven J. Peterson Title: Trust Xxxxxxx EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of July 11, 1996 AMERIKING, INC. --------------- 1997 NEBCO EVANX XXXDING COMPANY By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:STATE STREET BANK AND TRUST COMPANY, as Trustee By: _______________________________ This is one Name: Title: 75 EXHIBIT A (Face of Senior Discount Note) 12 3/8% Senior Discount Notes due 2007 No. ___ $_____________ CUSIP NO. 639500XX0 NEBCO EVANX XXXDING COMPANY promises to pay to ___________________ or registered assigns, the [Global] Senior Notes referred to in the within-mentioned Indentureprincipal sum of ____________ Dollars on July 15, 2007. Interest Payment Dates: July 15 and January 15 Record Dates: July 1 and January 1 NEBCO EVANX XXXDING COMPANY By: _______________________________ Name: Title: This is one of the Senior Discount Notes referred to in the within-mentioned Indenture: Dated: ____________ STATE STREET BANK AND TRUST COMPANY, as Trustee By:: _______________________________ (Authorized SignatoryBack of Senior Discount Note) 12 3/8% Senior Discount Notes due 2007 [Unless and until it is exchanged in whole or in part for Senior Notes in definitive formTHE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTXXX 0 XX XXX XXXXXX XXXXXX XXXURITIES ACT OF 1933, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company AS AMENDED (55 Water Street, New York, New York) (THE "DTCSECURITIES ACT"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxAND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, exchange or paymentSOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF NEHC THAT (A) SUCH SECURITY MAY BE RESOLD, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC PLEDGED OR OTHERWISE TRANSFERRED, ONLY (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF THE SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(l), ANY (2), (3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR"), THAT PRIOR TO SUCH TRANSFER, PLEDGE FURNISHED THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO NEHC THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND, IN THE CASE OF CLAUSE (b), (c), (d) or (e), BASED UPON AN OPINION OF COUNSEL IF NEHC SO REQUESTS), (2) TO NEHC OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (Back of Senior NoteA) __% SENIOR NOTE DUE 2006ABOVE.]2

Table of Contents, Headings, etc. The Table table of Contentscontents, Crosscross-Reference Table, reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following pages] SIGNATURES Dated as of April 13, 1996 AMERIKING, INC. --------------- By: ---------------------- 2004 MEMBERWORKS INCORPORATED By /s/ --------------------------------- Name: Title: Dated as of Guarantors: BILLING SERVICES INTERNATIONAL, 1996 ----------------------- ------------- INC. BEST BENEFITS, INC. IMPAC MARKETING CORP. XXXXXXXXXXXXXXXX.XXX, INC. COUNTRYWIDE DENTAL, INC. MEMBERWORKS CANADA LLC QUOTA PHONE, INC. DISCOUNT DEVELOPMENT SERVICES, LLC UNICARE, INC. XXXXXXXXX & COMPANY INC. MEMBERWORKS CANADA HOLDCO, INC. LAVA LIFE CORP. INTERACTIVE MEDIA GROUP (USA) LTD. INTERACTIVE MEDIA CONSOLIDATED, INC. INTERACTIVE VOICE MEDIA BALTIMORE LLC INTERACTIVE VOICE MEDIA COLORADO LLC INTERACTIVE VOICE MEDIA GEORGIA LLC INTERACTIVE VOICE MEDIA MICHIGAN LLC INTERACTIVE VOICE MEDIA NEW JERSEY LLC INTERACTIVE VOICE MEDIA NEW YORK LLC INTERACTIVE VOICE MEDIA OHIO LLC INTERACTIVE VOICE MEDIA PENNSYLVANIA LLC LAVALIFE WASHINGTON DC LLC INTERACTIVE (TX) VOICE MEDIA CORP. INTERACTIVE LA VOICE MEDIA CORP. INTERACTIVE MEDIA (IL) CORP. INTERACTIVE MEDIA MO CORP. INTERACTIVE SJ VOICE MEDIA CORP. INTERACTIVE VOICE MEDIA (CA) CORP. INTERACTIVE VOICE MEDIA (MN) CORP. INTERACTIVE VOICE MEDIA (SACRAMENTO) CORP. XXXXXX HOLDING CORP. By /s/ --------------------------------- Name: Title: LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- By /s/ --------------------------------- Name: Title: EXHIBIT A [FORM OF FACE OF NOTE] [Global Note Legend] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Face of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(c) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF MEMBERWORKS INCORPORATED. $[Private Placement Legend] THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED STATES. [Definitive Securities Legend] IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. CUSIP NO._______ ISIN________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:________.__________________ Name: Title: Trustee's Certificate of Authentication Dated:________$_________________ This is one MemberWorks Incorporated, a Delaware corporation, promises to pay to [ ], or registered assigns, the principal sum of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) $__% SENIOR NOTE DUE 2006_____) on April 1, 2014.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated 106 In witness whereof, the parties hereto have caused this Supplemental Indenture to be executed by their duly authorized representatives, effective as of , 1996 AMERIKING, INCthe day and year first above written. --------------- SM ENERGY COMPANY By: ---------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Dated as of Executive Vice President, 1996 ----------------------- ------------- General Counsel and Corporate Secretary U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note] [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.10 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. $__________ CUSIP NoUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 Water StreetXXXXX XXXXXX, New YorkXXX XXXX, New YorkXXX XXXX) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE ISSUERS OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006HAS AN INTEREST HEREIN.](1)

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $[__________ CUSIP No. AMERIKING], INC. promises to pay to or registered assigns, the principal sum 2012 CIRCUS AND ELDORADO JOINT VENTURE Attest: By: Name: Name: Title: Title: Dated as of Dollars on [___________], 20062012 SILVER LEGACY CAPITAL CORP. Interest Payment DatesAttest: By: Name: Name: Title: Title: Dated as of [________], 2012 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Attest: By: Authorized Signatory Name: Title: EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. CUSIP $ No. 1 CIRCUS AND ELDORADO JOINT VENTURE and SILVER LEGACY CAPITAL CORP. Second Lien Notes due 2018 CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (the “Partnership”), and SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital” and, together with the Partnership, the “Issuers,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of [____ and __] Million Dollars ($[_____]) on [___________], 2018. Record Interest Payment Dates: _____________ [June 15 and ____________. Dated: ____________December 15] commencing [June 15], 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 20062013.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- SIGNATURES Company: XXXXXXXX PETROLEUM CORPORATION By: ---------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Dated as of Executive Vice President, 1996 ----------------------- ------------- as Trustee General Counsel and Corporate Secretary Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: ---------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKINGExecutive Vice President, INC. promises to pay to or registered assignsGeneral Counsel and Corporate Secretary Trustee: WILMINGTON TRUST, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________NATIONAL ASSOCIATION, as Trustee and Collateral Agent By:_____________________________ : /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President EXHIBIT A [Face of Initial Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.](1) [THIS SECURITY (Back of Senior NoteOR ITS PREDECESSOR) __% SENIOR NOTE DUE 2006WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION AND THIS SECURITY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, INCLUDING (X) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (Y) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF THE SECURITIES ACT (IF AVAILABLE) OR (Z) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, hereof and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates2000 COMPUTER SCIENCES CORPORATION By: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate Dated as of Authentication Dated:__________ __, 2000 CITIBANK, N.A., as Trustee By: ________________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned IndentureName: Title: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "SECURITIES DEPOSITORY") TO A NOMINEE OF THE SECURITIES DEPOSITORY OR BY THE SECURITIES DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IN WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. __% NOTE DUE _______ __, 20__ No. 1 $____________ CUSIP No. _____________ COMPUTER SCIENCES CORPORATION promises to pay to Cede & Co. or registered assigns, the principal sum of _____________ Dollars on June __, as Trustee 20__. Interest Payment Dates: _______ ___ and ________ __ Record Dates: _______ __ and __________ __ Dated: _______ __, 2000 COMPUTER SCIENCES CORPORATION By:_________________________________ Xxx X. Honeycutt Chairman, President and Chief Executive Officer (Authorized SignatorySEAL) [Unless By:_________________________________ Xxxxxxx X. Xxxx Vice President, General Counsel and until it Secretary This is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee one of the Depositary or by a nominee of the Depositary Securities referred to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name within- mentioned Indenture: CITIBANK, N.A., as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) Trustee By: ___________________________ Authorized Signature __% SENIOR NOTE DUE 2006_________ __, 20__

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- SIGNATURES SM ENERGY COMPANY By: ---------------------- /s/ XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Dated as of Senior Vice President and General Counsel US BANK NATIONAL ASSOCIATION, 1996 ----------------------- ------------- as Trustee By: ---------------------- /s/ XXXXXX X. RICHELMY Name: Xxxxxx X. Richelmy Title: Assistant Vice President EXHIBIT A ([Face of Senior Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]1 CUSIP:_% Senior Note due 2006 _______ No. $_________ Principal Amount: $ __________ CUSIP No1 Temporary Regulation S Legend, if applicable. AMERIKINGSM ENERGY COMPANY 6⅝ % Senior Notes due 2019 SM Energy Company, INC. a Delaware corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxregistered assigns, exchange or payment, and any certificate issued is registered in the name principal sum of Cede & Co. [ ] ($[ ]) UNITED STATES DOLLARS [(or such other name amount as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side attached Schedule of Exchanges of Interests)] on February 15, 2019. Interest Payment Dates: February 15 and August 15 of each year, commencing August 15, 2011. Regular Record Dates: February 1 and August 1 of each year. Reference is hereby made to the further provisions of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006Note set forth on the reverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, hereof and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of Xxxxx 00, 1996 AMERIKING0000 XXXXXX INDUSTRIES, INC. --------------- By: ---------------------- /s/ Xxxxxx X. Xxxxxx Name: Title: Xxxxxx X. Xxxxxx Dated as of March 22, 1996 ----------------------- ------------- 1999 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ Xxxxxxx Xxxxxxxx Name: Title: Xxxxxxx Xxxxxxxx EXHIBIT A (Face of Senior NoteSecurity) _% Senior Note due 2006 NoUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. $__________ CUSIP NoUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. AMERIKING, INCOR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTCOR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% HAS AN INTEREST HEREIN.1 "THIS SENIOR NOTE DUE 2006(OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated 105 In witness whereof, the parties hereto have caused this Supplemental Indenture to be executed by their duly authorized representatives, effective as of , 1996 AMERIKING, INCthe day and year first above written. --------------- SM ENERGY COMPANY By: ---------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Dated as of Executive Vice President, 1996 ----------------------- ------------- General Counsel and Corporate Secretary U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ---------------------- /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note] [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.10 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. $__________ CUSIP NoUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 Water StreetXXXXX XXXXXX, New YorkXXX XXXX, New YorkXXX XXXX) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE ISSUERS OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006HAS AN INTEREST HEREIN.](1)

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, hereof and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKINGSIGNATURES ICF XXXXXX INTERNATIONAL, INC. --------------- Issuer By: ---------------------- Name: /s/ Xxxxx X. Xxxxxxx Title: Dated as of , 1996 ----------------------- ------------- as Chairman and Chief Executive Officer THE BANK OF NEW YORK Trustee By: ---------------------- Name: /s/ X. Xxxxxx Title: Assistant Treasurer EXHIBIT A [FORM OF SERIES A NOTE] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (Face of Senior NoteTHE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) _REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) PROMULGATED UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR")) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S PROMULGATED UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER THEREOF OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A PROMULGATED UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHED (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S PROMULGATED UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, WRITTEN LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. ICF XXXXXX INTERNATIONAL, INC. 12% Senior Note due 2006 SENIOR NOTE DUE 2003, SERIES A CUSIP No. $_____449244_____ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:______$____________________ Name: Title: Trustee's Certificate ICF Xxxxxx International, Inc., a Delaware corporation (the "Company"), for value received promises to pay to [ ], or registered assigns, the principal sum of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned IndentureDollars on December 31, 2003. Interest Payment Dates: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless June 30 and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company December 31 Record Dates: June 15 and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment December 15 Reference is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional further provisions of this Senior Note are Security contained herein, which will for all purposes have the same effect as if set forth on the other side of at this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING122 SIGNATURES CONTINENTAL RESOURCES, INC. --------------- By: ---------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- Chief Financial Officer and Treasurer WILMINGTON TRUST FSB, as Trustee By: ---------------------- /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: EXHIBIT A (Vice President BANNER PIPELINE COMPANY, L.L.C., as Initial Guarantor BY: Continental Resources, Inc., the Sole Member By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President, Chief Financial Officer and Treasurer [Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 8.25% Senior Notes due 2019 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered owner hereofassigns, Cede & Co.the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on October 1, has an interest herein.]1 Additional 2019. Interest Payment Dates: April 1 and October 1 of each year, commencing April 1, 2010. Regular Record Dates: March 15 and September 15 of each year. Reference is hereby made to the further provisions of this Senior Note are set forth on the other side of reverse, which further provisions shall for all purposes have the same effect as if set forth at this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006place.

Table of Contents, Headings, etc. The Table table of Contentscontents, Crosscross-Reference Table, reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $SIGNATURES ENERGY WEST INCORPORATED By __________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive formName _____________________________ Title ____________________________ Attest: _________________________________ Name _______________________ Title ______________________ NORWEST BANK MINNESOTA, this Senior Note may not be transferred except NATIONAL ASSOCIATION, as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryTrustee By ____________________________________ Xxxxxx X. Xxxxxxxxx, Assistant Vice President EXHIBIT A THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the RegistrarTHIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water StreetCompany, a New York, New York) York corporation ("DTC"), to the Issuer Energy West Incorporated, a Montana corporation, or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxagent for registration of transfer, exchange exchange, or payment, and any certificate issued is registered in the name of Cede & Co. (or in such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Noteherein. (Back of Senior Note) ENERGY WEST INCORPORATED __% SENIOR NOTE DUE 2006Note due June 1, 2012 No. _________________ $______________________ CUSIP No. ______________ ENERGY WEST INCORPORATED, a Montana corporation, for value received, hereby promises to pay to ______________________ , or registered assigns, the principal sum of ____________________ DOLLARS on June 1, 2012 and to pay interest on said principal sum at the rate of __% per annum calculated on the basis of a 360-day year of twelve 30-day months.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 106 SIGNATURES Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on _________September __, 20061997 BELCO OIL & GAS CORP. Interest Payment DatesAttest: ____________ and ___________. Record DatesBy: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ ---------------------------------- Name: -------------------------------- Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________------------------------------ ------------------------------- THE BANK OF NEW YORK, as Trustee Attest: By:_____________________________ (Authorized Signatory) : ---------------------------------- Name: -------------------------------- Title: ------------------------------ ------------------------------- 107 EXHIBIT A [Unless and until it is exchanged in whole or in part for Senior Notes in definitive formFORM OF FACE OF INITIAL NOTE] SERIES A NOTE [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxNEW YORK, exchange or paymentNEW YORK, and any certificate issued is registered in the name of Cede TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Securities Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Back of Senior NoteTHE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") __% SENIOR NOTE DUE 2006WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN THE CASE OF THE FOREGOING CLAUSES (A)-(F), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. A-2 109 BELCO OIL & GAS CORP.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $[__________ CUSIP No. AMERIKING], INC. promises to pay to or registered assigns, the principal sum 2012 CIRCUS AND ELDORADO JOINT VENTURE Attest: By: Name: Name: Title: Title: Dated as of Dollars on [___________], 20062012 SILVER LEGACY CAPITAL CORP. Interest Payment DatesAttest: By: Name: Name: Title: Title: Dated as of [________], 2012 [TRUSTEE] Attest: By: Authorized Signatory Name: Title: EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. CUSIP $ No. 1 CIRCUS AND ELDORADO JOINT VENTURE and SILVER LEGACY CAPITAL CORP. Second Lien Notes due 2018 CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (the “Partnership”), and SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital” and, together with the Partnership, the “Issuers,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of [____ and __] Million Dollars ($[_____]) on [___________. Record Dates: _____________ and ____________. Dated: ____________], 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 20062012.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING122 SIGNATURES CONTINENTAL RESOURCES, INC. --------------- By: ---------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- Chief Financial Officer and Treasurer WILMINGTON TRUST FSB, as Trustee By: ---------------------- /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: EXHIBIT A (Vice President BANNER PIPELINE COMPANY, L.L.C., as Initial Guarantor BY: Continental Resources, Inc., the Sole Member By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President, Chief Financial Officer and Treasurer [Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 3/8% Senior Notes due 2020 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered owner hereofassigns, Cede & Co.the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on October 1, has an interest herein.]1 Additional 2020. Interest Payment Dates: April 1 and October 1 of each year, commencing October 1, 2010. Regular Record Dates: March 15 and September 15 of each year. Reference is hereby made to the further provisions of this Senior Note are set forth on the other side of reverse, which further provisions shall for all purposes have the same effect as if set forth at this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Contents and headings of the Articles and Sections of Headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of April 13, 1996 AMERIKING2007 COMPANY: XINYUAN REAL ESTATE CO., INCLTD. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee GUARANTOR: XINYUAN REAL ESTATE LTD. By: ---------------------- Name: Title: SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE TRUSTEE: THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as Trustee and the Agents By: Name: Title: SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [GlobalGLOBAL NOTE LEGEND] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"“EUROCLEAR”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxOR CLEARSTREAM BANKING, exchange or paymentSOCIÉTÉ ANONYME (“CLEARSTREAM”), and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTCAND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [REGULATION S LEGEND] UNTIL 40 DAYS AFTER THE LATER OF THE DAY ON WHICH THE NOTES ARE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S, AS DEFINED BELOW) AND THE DATE OF THE CLOSING OF THE OFFERING OF THE NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES (AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A OR ANOTHER APPLICABLE EXEMPTION THEREUNDER. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS 40 DAYS AFTER THE LATER OF THE DATE OF THE COMMENCEMENT OF THE OFFERING AND THE DATE OF ORIGINAL ISSUANCE (OR OF ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE, THE REGISTRAR AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, THE TRUSTEE, THE REGISTRAR AND THE TRANSFER AGENT IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S. THIS NOTE MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER THE LATER OF THE DATE OF THE COMMENCEMENT OF THE OFFERING AND THE DATE OF ORIGINAL ISSUANCE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) OR ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT. [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]1 1 To be added to Definitive Notes only. GUARANTEED SENIOR SECURED FLOATING RATE NOTES DUE 2010 ISIN: XS0294703086 Common Code: 029470308 No. $ XINYUAN REAL ESTATE CO., LTD. promises to pay to HSBC Nominees (Hong Kong) Limited, or registered assigns, as common depositary for Clearstream Banking, societe anonyme (“Clearstream”) and/or Euroclear Bank S.A./N.V. (“Euroclear”), or registered assigns, on April 15, 2010, the registered owner hereofprincipal sum of SEVENTY-FIVE MILLION Dollars ($75,000,000.—) [, Cede & Co.or such greater or lesser principal amount at the Stated Maturity hereof as is indicated in the records of the Registrar and the Common Depositary]2 if a Qualifying IPO has occurred on or before such date, or, if no Qualifying IPO has an interest herein.]1 Additional provisions occurred on or before such date, 112% of this Senior Note are set forth on the other side of this Senior Notesuch amount. (Back of Senior Note) __% SENIOR NOTE DUE 2006Interest Payment Dates: April 15 October 15 Record Dates: April 1 October 1 Dated: April 13, 2007. 2 To be added to Global Notes only.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING122 SIGNATURES CONTINENTAL RESOURCES, INC. --------------- By: ---------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- Chief Financial Officer and Treasurer WILMINGTON TRUST FSB, as Trustee By: ---------------------- /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President BANNER PIPELINE COMPANY, L.L.C., as Initial Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Manager EXHIBIT A (A-1 [Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 1/8% Senior Notes due 2021 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered owner hereofassigns, Cede & Co.the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on April 1, has an interest herein.]1 Additional 2021. Interest Payment Dates: April 1 and October 1 of each year, commencing April 1, 2011. Regular Record Dates: March 15 and September 15 of each year. Reference is hereby made to the further provisions of this Senior Note are set forth on the other side of reverse, which further provisions shall for all purposes have the same effect as if set forth at this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, hereof and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKINGSIGNATURES WORLD COLOR PRESS, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates1997 (SEAL) Attest: _____________ and ____________. Dated: _____________ STATE STREET BANK AND TRUST COMPANY, 1996 AMERIKING, INC. Trustee By:: __________________________ Name: Title: Trustee's Certificate Dated as of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:1997 (SEAL) Attest: ________________________________ (Authorized Signatory) EXHIBIT A [Unless and until it is exchanged in whole or in part for Senior Notes in definitive formFor Global Note only: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or payment, and any certificate issued is registered in the name of Cede EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN.] % CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2007 No. (Back of Senior Note) $__% SENIOR NOTE DUE 2006________ WORLD COLOR PRESS, INC. promises to pay to or registered assigns, the principal sum of Dollars on , 2007.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of SIGNATURES BXXXXXX EXPLORATION COMPANY, 1996 AMERIKINGa Delaware corporation By: /s/ Exxxxx X. Xxxxxxxx, Xx. Name: Exxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President and Chief Financial Officer BXXXXXX, INC. --------------- ., a Nevada corporation By: ---------------------- /s/ Exxxxx X. Xxxxxxxx, Xx. Name: Exxxxx X. Xxxxxxxx, Xx. Title: Dated as of Chief Financial Officer BXXXXXX OIL & GAS, 1996 ----------------------- ------------- L.P., a Delaware limited partnership By: BXXXXXX, INC., Its managing general partner By: /s/ Exxxxx X. Xxxxxxxx, Xx. Name: Exxxxx X. Xxxxxxxx, Xx. Title: Chief Financial Officer WXXXX FARGO BANK, N.A., as Trustee By: ---------------------- /s/ Txxxxxx X. Xxxxx Name: Txxxxxx X. Xxxxx Title: Vice President EXHIBIT A (A1 [Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (Back of Senior NoteAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE A1-1 SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. A1-2 CUSIP [ ] No. __% SENIOR NOTE DUE 2006_ $ BXXXXXX EXPLORATION COMPANY

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- 100 SIGNATURES THE MISSISSIPPI BAND OF CHOCTAW INDIANS D/B/A CHOCTAW RESORT DEVELOPMENT ENTERPRISE By: ---------------------- /s/ XXXXXXX XXXXXX ---------------------------------- Name: Xxxxxxx Xxxxxx Title: Dated as Chairman of , 1996 ----------------------- ------------- as Trustee the Board By: ---------------------- /s/ XXXXXXXX XXX ---------------------------------- Name: Xxxxxxxx Xxx Title: Secretary-Treasurer THE MISSISSIPPI BAND OF CHOCTAW INDIANS (solely with respect to its obligations under Section 4.24 and Articles X and XI) By: /s/ XXXXXXX XXXXXX ---------------------------------- Name: Xxxxxxx Xxxxxx Title: Tribal Chief By: /s/ XXXXXXXX XXX ---------------------------------- Name: Xxxxxxxx Xxx Title: Secretary-Treasurer FIRSTAR BANK, N.A. By: /s/ XXXXX XXXXXX ---------------------------------- Name: Xxxxx Xxxxxx Title: Vice President 101 EXHIBIT A (A1 [Face of Senior Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ENTERPRISE. $__________ CUSIP No. AMERIKINGTHE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ AS AMENDED (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) (THE "DTCSECURITIES ACT"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxAND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteRULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE MISSISSIPPI BAND OF CHOCTAW INDIANS D/B/A CHOCTAW RESORT DEVELOPMENT ENTERPRISE (Back of Senior NoteTHE "ENTERPRISE") __% SENIOR NOTE DUE 2006THAT

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereofof this Indenture, and shall in no way modify or restrict any of the terms or provisions hereofof this Indenture. Dated as of , 1996 AMERIKINGTHE COMPANY: XXXX COMMUNICATIONS SYSTEMS, INC. --------------- By: ---------------------- --------------------------------------- Name: Title: Dated as THE SUBSIDIARY GUARANTORS: THE ALBANY HERALD PUBLISHING COMPANY, INC. POST-CITIZEN MEDIA, INC. XXXX COMMUNICATIONS OF INDIANA, INC. WEAU-TV, INC. WVLT-TV, INC. WRDW-TV, INC. WITN-TV, INC XXXX KENTUCKY TELEVISION, INC. XXXX COMMUNICATIONS OF TEXAS, INC. XXXX COMMUNICATIONS OF TEXAS - XXXXXXX, INC. XXXX TRANSPORTATION COMPANY, INC. XXXX REAL ESTATE AND DEVELOPMENT CO. XXXX FLORIDA HOLDINGS, INC. KOLN/KGIN, INC. WEAU LICENSEE CORP. KOLN/KGIN LICENSE, INC. WJHG LICENSEE CORP. WCTV LICENSEE CORP. WVLT LICENSEE CORP. WRDW LICENSEE CORP. WITN LICENSEE CORP. WKYT LICENSEE CORP. WYMT LICENSEE CORP. KWTX-KBTX LICENSEE CORP. KXII LICENSEE CORP. XXXX TELEVISION MANAGEMENT, INC. XXXX MIDAMERICA HOLDINGS, INC. XXXX PUBLISHING, INC. XXXX DIGITAL, INC. KWTX-KBTX LP CORP. KXII LP CORP. PORTA-PHONE PAGING LICENSEE CORP. KXII L.P. KWTX-KBTX L.P. LYNQX COMMUNICATIONS, INC. For each of , 1996 ----------------------- ------------- as Trustee the above: By: ---------------------- --------------------------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not and shall not, for any reason, be deemed to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 37 SIGNATURES Dated as of November 4, 1996 AMERIKING, INC. --------------- 2002 CVS CORPORATION By: ---------------------- -------------------------------- Name: Title: Attest: ----------------------------------------- Name: Title: Dated as of November 4, 1996 ----------------------- ------------- 0000 XXX XXXX XX XXX XXXX, as Trustee By: ---------------------- -------------------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING[FORM OF FACE OF INITIAL NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxNEW YORK, exchange or paymentNEW YORK, and any certificate issued is registered in the name of Cede TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.* [Restricted Notes Legend] THIS NOTE (Back of Senior NoteOR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND UNDER APPLICABLE STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iv) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. A-1 CVS CORPORATION No. Principal Amount $ CUSIP No. __% SENIOR NOTE DUE 2006_______

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- 116 SIGNATURES Company: XXXXXXXX PETROLEUM CORPORATION By: ---------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Dated as of Senior Vice President, 1996 ----------------------- ------------- General Counsel and Corporate Secretary Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Trustee: XXXXX FARGO BANK, National Association, as Trustee By: ---------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A ([Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A NOTES OR INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.1 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]2 1 For Restricted Note. (Back of Senior Note) __% SENIOR NOTE DUE 20062 Temporary Regulation S Legend, if applicable. CUSIP: No. Principal Amount: $ XXXXXXXX PETROLEUM CORPORATION

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING2001 ENVIROSOURCE, INC. By:: ___________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned IndentureAttest: ______________________, as Trustee By:_____________________________ Dated as of ______________ __, 2001 UNITED STATES TRUST COMPANY OF NEW YORK as Trustee By: ____________________________ Name: Title: Attest: ___________________________________ EXHIBIT A (Authorized SignatoryFace of Note) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form(THIS GLOBAL NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE THEREOF. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) A NEW YORK CORPORATION ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxNEW YORK, exchange or paymentNEW YORK, and any certificate issued is registered in the name of Cede TO ENVIROSOURCE, INC, (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, Cede & Co.BUT NOT IN PART, has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE DUE 2006SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.05 OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of , 1996 AMERIKING, INC. --------------- SIGNATURES Company: XXXXXXXX PETROLEUM CORPORATION By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee By: ---------------------- Name: Title: EXHIBIT A (Face of Senior Note) _% Senior Note due 2006 No. $__________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated____________ Name: Title: Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent By: ______________________, as Trustee By:_____________________________ Name: Title: EXHIBIT A [Face of Initial Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE, and any certificate issued is registered in the name of Cede OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.]1 [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION AND THIS SECURITY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, INCLUDING (X) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (Y) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF THE SECURITIES ACT (IF AVAILABLE) OR (Z) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION TO THE COMPANY, THE TRUSTEE AND THE REGISTRAR REASONABLY SATISFACTORY TO THEM, AND, IN EACH OF CASES (I) THROUGH (III), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.] 2 CUSIP: No. Principal Amount: $ XXXXXXXX PETROLEUM CORPORATION 13.50% Convertible Second Lien Senior Secured Notes due 2021 Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to, or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on May [ ], 2021 (the “Maturity Date”). If the Holder delivers a written notice to the Company on or before the Maturity Date requesting that any portion of the outstanding and unpaid principal amount of the Note (together with any accrued and unpaid interest) be made in Common Stock, the Company shall convert the Conversion Amount into fully paid and non-assessable shares of Common Stock at the Conversion Rate. If the Holder makes an election as described in the registered owner hereofpreceding sentence, Cede & Co.the Company shall be entitled to (i) deliver shares of Common Stock to the Holder, has (ii) pay the Holder an interest herein.]1 Additional amount in cash equal to the market value of the shares calculated using the Closing Price of the Common Stock on the Conversion Date; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date, or (iii) any combination thereof. Interest Payment Dates: January 15, April 15, July 15 and October 15 of each year, commencing July 15, 2019. Regular Record Dates: January 1, April 1, July 1 and October 1 of each year. Reference is hereby made to the further provisions of this Senior Note are set forth on the other side of reverse, which further provisions shall for all purposes have the same effect as if set forth at this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of November 22, 1996 AMERIKING2004 XXXXXX GAMING, INC. --------------- By: ---------------------- Name: Title: Dated as of , 1996 ----------------------- ------------- as Trustee CARDIVAN COMPANY By: ---------------------- Name: Title: EXHIBIT A (CORRAL COIN, INC. By: Name: Title: . CORRAL COUNTRY COIN, INC By: Name: Title: E-T-T, INC. By: Name: Title: SIGNATURE PAGE TO INDENTURE E-T-T ENTERPRISES L.L.C. By: Name: Title: FLAMINGO PARADISE GAMING, LLC By: Name: Title: HGI – ST. XX. By: Name: Title: . HGI – XXXX XXXXX By: Name: Title: HGI – LAKESIDE By: Name: Title: MARKET GAMING, INC. By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as trustee By: Name: Title: [Face of Senior Note) _] CUSIP/CINS 7% Senior Note Subordinated Notes due 2006 2014 No. $__________ CUSIP No. AMERIKING$ XXXXXX GAMING, INC. promises to pay to [ ] or registered assigns, the principal sum of Dollars DOLLARS on ___________November 15, 20062014. Interest Payment Dates: ____________ May 15 and ___________. November 15 Record Dates: _____________ May 1 and ____________. November 1 Dated: ____________, 1996 AMERIKING200 XXXXXX GAMING, INC. By:__________________________ : Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________U.S. BANK NATIONAL ASSOCIATION, as Trustee By:_____________________________ (: Authorized Signatory) Signatory [Unless and until it is exchanged in whole or in part for Back of Note] 7% Senior Subordinated Notes in definitive formdue 2014 [Insert the Global Note Legend, this Senior Note may not be transferred except as a whole by if applicable pursuant to the Depositary to a nominee provisions of the Depositary or by a nominee Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Depositary Indenture] Capitalized terms used herein have the meanings assigned to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxx, exchange or payment, and any certificate issued is registered them in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made Indenture referred to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior Note. (Back of Senior Note) __% SENIOR NOTE DUE 2006below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, Table and headings Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated 107 In witness whereof, the parties hereto have caused this Supplemental Indenture to be executed by their duly authorized representatives, effective as of , 1996 AMERIKING, INCthe day and year first above written. --------------- SM ENERGY COMPANY By: ---------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Dated as of Executive Vice President and General Counsel U.S. BANK NATIONAL ASSOCIATION, 1996 ----------------------- ------------- as Trustee By: ---------------------- /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Vice President EXHIBIT A ([Face of Senior Note] [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) _% Senior Note due 2006 NoOR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. $__________ CUSIP NoUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of Dollars on ___________, 2006. Interest Payment Dates: ____________ and ___________. Record Dates: _____________ and ____________. Dated: ____________, 1996 AMERIKING, INC. By:__________________________ Name: Title: Trustee's Certificate of Authentication Dated:_________________________ This is one of the [Global] Senior Notes referred to in the within-mentioned Indenture: ______________________, as Trustee By:_____________________________ (Authorized Signatory) [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 Water StreetXXXXX XXXXXX, New YorkXXX XXXX, New YorkXXX XXXX) ("“DTC"”), to the Issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxxxxTO THE ISSUERS OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as may be requested by an authorized representative of CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as may be requested by an authorized representative of CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY Person PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein.]1 Additional provisions of this Senior Note are set forth on the other side of this Senior NoteHAS AN INTEREST HEREIN.]1 1For Global Notes only. (Back of Senior Note) CUSIP: 78454L AW0 No. __% SENIOR NOTE DUE 2006_______ Principal Amount: $ __________ SM ENERGY COMPANY