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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6, 1998 THE MUSICLAND GROUP, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to ________________ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6December ___, 1998 THE MUSICLAND GROUP1997 XXXXXXX FAMILY RESTAURANTS, L.P BY: XXXXXXX MANAGEMENT COMPANY, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee ITS GENERAL PARTNER By: /s/ Xxxxxx X. Xxxxx ------------------------------ XxXxxxxxx ------------------------------- Name: Title: By: /s/ Xxxxxx X. Xxxxx Xxxxxxx ------------------------------- Name: Title: Vice President 101 XXXXXXX FINANCE CORP. By: /s/ Xxxxxx X. XxXxxxxxx ------------------------------- Name: Title: Attest: /s/ Xxxxxx X. Xxxxxxx --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ Xxxxxx Xxxxxxxx ------------------------------- Name: XXXXXX XXXXXXXX Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% 10 1/8% Series A Senior Subordinated Notes due 2008 2007 No. $ ._____ CUSIP NO._________ $_____________ XXXXXXX FAMILY RESTAURANTS, L.P. and XXXXXXX FINANCE CORP. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises promise to pay to to______________________________________________ or registered assigns, the principal sum of of___________________________________________ Dollars on March December 15, 2008. 2007 Interest Payment Dates: March June 15, and December 15 and September 15 of each year, commencing December 15, 1998 Record Dates: March June 1, and December 1 and September 1 THE MUSICLAND GROUPDated: December ___, 1997 XXXXXXX FAMILY RESTAURANTS, L.P. BY: XXXXXXX MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ------------------------------- ----------------------------- Name: Title: By: ----------------------------- Name: Title: XXXXXXX FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Senior Subordinated Global Notes referred to in the within-mentioned Indenture: Dated: ------------------------ STATE STREET BANK ONE, NA, as Trustee AND TRUST COMPANY AS TRUSTEE By: ---------------------------------- -------------------------------- A1-1 (Back of Senior Subordinated Note) 9_% 10 1/8% Series A Senior Subordinated Notes due 20082007 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 ISSUERS (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE ISSUERS 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. THE 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 (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 FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN 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 ONLY (1)(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 UNDER THE SECURITIES ACT, (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 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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 APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6January ___, 1998 THE MUSICLAND GROUP, 2003 XM SATELLITE RADIO INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ ----------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION ByAttest: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face Dated as of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to January ___, 2003 XM SATELLITE RADIO HOLDINGS INC., AS PARENT GUARANTOR By: ----------------------------- Name: Title: Attest: ------------------------------ Name: Title: Dated as of January ___, 2003 XM EQUIPMENT LEASING LLC, AS SUBSIDIARY GUARANTOR By: ------------------------------ Name: Title: Attest: ----------------------------- Name: Title: THE BANK OF NEW YORK By: ------------------------------ Name: Title: Attest: ------------------------------ Authorized Signatory Date: [Face of Note] -------------------------------------------------------------------------------- [Insert Original Issue Discount Legend, if applicable.] CUSIP/CINS ____________ or registered assigns, the principal sum of 14% Senior Secured Discount Notes due 2009 No. 1 $____________ XM SATELLITE RADIO INC. promises to pay to ------------------------------------------------------------- or registered assigns, the principal sum of ----------------------------------------------------------- Dollars on March 15December 31, 20082009. Interest Payment Dates: March 15 December 31 and September 15 June 30 (beginning on June 30, 2006) Record Dates: March 1 December 15 and September 1 THE MUSICLAND GROUPJune 15 Dated: January ___, 2003 XM SATELLITE RADIO INC. By: ------------------------------- --------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008--------------------- Name: Title:

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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 6November 20, 1998 THE MUSICLAND GROUP2012 CYRUSONE LP By: CyrusOne GP, as the sole General Partner By: CyrusOne Inc., as the sole Trustee By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE FINANCE CORP By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE INC. By: /s/ Xxxx Xxxxxxxx X. Xxxxxxx ------------------------------------ Xxxxxx Name: Xxxx Xxxxxxxx X. Xxxxxxx Xxxxxx Title: CEO Chief Financial Officer and Chairman MUSICLAND STORES CORPORATION Treasurer CYRUSONE FOREIGN HOLDINGS LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE TRS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer CYRUSONE GP By: CyrusOne Inc., as the sole Trustee By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer XXXXX FARGO BANK, N.A. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Xxxxxxxxx Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Xxxxxxxxx Title: Vice President 101 95 EXHIBIT A-1 (A [Face of Note] CUSIP/CINS ____________ 6.375% Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 2022 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to ___ $________________ * CYRUSONE LP CYRUSONE FINANCE CORP. promises to pay to or registered assigns, the principal sum of __________________________________________________________ Dollars DOLLARS [(as such sum may be increased or decreased as set forth on March the Schedule of Exchanges of Interest on the Global Notes attached hereto)] Use this only if the Note is a Global Note. on November 15, 20082022. Interest Payment Dates: March May 15 and September November 15 Record Dates: March May 1 and September November 1 THE MUSICLAND GROUP, INC. Dated: _______________ CYRUSONE LP By: ------------------------------- CyrusOne GP, as the sole General Partner By: CyrusOne Inc., as the sole Trustee By: Name: Title: CYRUSONE FINANCE CORP By: Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ XXXXX FARGO BANK ONE, NAN.A., as Trustee By: ---------------------------------- (Authorized Signatory [Back of Note] 6.375% Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082022 [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] 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 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 91 Dated as of April June 6, 1998 THE MUSICLAND 1995 DAY INTERNATIONAL GROUP, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to _______________________________ or registered assigns, the principal sum of Name: Dennxx X. Xxxxxxx Title: President Attest: ____________________________ Dollars on March 15(SEAL) Name: Lawrxxxx X. Xxxx, 2008Xx. Interest Payment DatesXxxle: March 15 and September 15 Record DatesSecretary Dated as of June 6, 1995 DAY INTERNATIONAL, INC. By: March 1 and September 1 THE MUSICLAND _______________________________ Name: Dennxx X. Xxxxxxx Title: President Attest: ____________________________ (SEAL) Name: Lawrxxxx X. Xxxx, Xx. Xxxle: Secretary Dated as of June 6, 1995 AMERICAN BANK NATIONAL ASSOCIATION By: _______________________________ Name: Title: Attest: ____________________________ (SEAL) Name: Title: SIGNATURES Dated as of June 6, 1995 DAY INTERNATIONAL GROUP, INC. By: ------------------------------- _______________________________ Name: Title: This is one Attest: ____________________________ (SEAL) Name: Title: Dated as of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONEJune 6, NA1995 DAY INTERNATIONAL, as Trustee INC. By: ---------------------------------- _______________________________ Name: Title: Attest: ____________________________ (Back SEAL) Name: Title: Dated as of Senior Subordinated June 6, 1995 AMERICAN BANK NATIONAL ASSOCIATION By: _______________________________ Name: Title: Attest: ____________________________ (SEAL) Name: Title: Exhibit A (Face of Note) 9_% 11 1/8 % [Series A] [Series B] Senior Subordinated Notes due 20082005

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 [Signatures on following pages] Dated as of April 6August 12, 1998 THE MUSICLAND GROUP2002 COMDISCO HOLDING COMPANY, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ -------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION ByAttest: /s/ Xxxx X. Xxxxxxx ------------------------------------ -------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUPCOMDISCO, INC. promises By: -------------------------------- Name: Title: Attest: -------------------------- Name: Title: WELLS FARGO BANK MINNESOTA, XXTIONAL ASSOCIATIOn By: -------------------------------- Name: Title: Attest: --------------------------- Authorized Signatory: Date: SCHEDULE A SCHEDULED CASH RESERVE AMOUNT Date Aggregate Cash Reserve Amount September 30, 2002 $57,000,000.00 December 31, 2002 $55,000,000.00 March 31, 2003 $53,000,000.00 June 30, 2003 $51,000,000.00 September 30, 2003 $49,000,000.00 December 31, 2003 $47,000,000.00 March 31, 2004 $45,000,000.00 June 30, 2004 $43,000,000.00 EXHIBIT A [Face of Note] ------------------------------------------------------------------------------ CUSIP ____________ Variable Rate Senior Secured Notes due 2004 No. ___ $____________ COMDISCO HOLDING COMPANY, INC. and COMDISCO, INC. promise to pay to ____________________________________________________________ or registered assigns, the principal sum of $[400,000,000.00] on _________ ___, 2004. Interest Payment Dates: September 30, December 31, March 31 and June 30 Record Dates: September 15, December 15, March 15 and June 15 Dated: _______________, ____ COMDISCO HOLDING COMPANY, INC. COMDISCO, INC. By:____________________________ Dollars on March 15, 2008. Interest Payment DatesBy:________________________ Name: March 15 and September 15 Record DatesName: March 1 and September 1 THE MUSICLAND GROUP, INC. Title: Title: By:____________________________ By:________________________ Name: ------------------------------- Name: Title: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ WELLS FARGO BANK ONEMINNESOTA, NA, NATIONAL ASSOCIATIOn as Trustee By: ---------------------------------- (___________________________ Authorized Signatory ------------------------------------------------------------------------------ [Back of Note] Variable Rate Senior Subordinated Note) 9_% Senior Subordinated Secured Notes due 20082004 [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE, PURSUANT TO THE PROVISIONS OF THE INDENTURE.] 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6March 27, 1998 THE MUSICLAND GROUP2003 NEXSTAR FINANCE HOLDINGS, L.L.C. NEXSTAR FINANCE HOLDINGS , INC. By: /s/ Xxxxx X. Xxxx X. Xxxxxxx ------------------------------------ ------------------------------- Name: Xxxxx X. Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONEPresident MISSION BROADCASTING, NA, as Trustee INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------ ------------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President 101 THE BANK OF NEW YORK By: /s/ Xxxxxxxx X. Xxxxxxxxxxxx ------------------------------- Name: Xxxxxxxx X. Xxxxxxxxxxxx Title: Vice President EXHIBIT A-1 (A [Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- ] -------------------------------------------------------------------------------- "FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE MUSICLAND GROUPINTERNAL REVENUE CODE OF 1986, INC. promises to pay to AS AMENDED, THIS SECURITY IS BEING OFFERED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS SECURITY, THE ISSUE PRICE ALLOCATED TO THE NOTE IS $574.42, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $425.58, THE ISSUE DATE IS MARCH 27, 2003 AND THE YIELD TO MATURITY IS 11.375% PER ANNUM." CUSIP/CINS ________________ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 100 97 Dated as of April 6November 24, 1998 THE MUSICLAND GROUP2009 VIASYSTEMS, INC. By: /s/ Xxxx Xxxxx X. Xxxxxxx ------------------------------------ Xxxxxxxx Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Chief Executive Officer VIASYSTEMS INTERNATIONAL, INC. VIASYSTEMS TECHNOLOGIES CORP., LLC By: Viasystems, Inc. as sole member By: /s/ Xxxx Xxxxx X. Xxxxxxx ------------------------------------ Xxxxxxxx Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxxxx Title: CEO and Chairman BANK ONE, NAChief Executive Officer WILMINGTON TRUST FSB, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ X’Xxxxxxx Name: Xxxxxx X. Xxxxx X’Xxxxxxx Title: Vice President 101 EXHIBIT A-1 (A1 [Face of Note] CUSIP/CINS 12.00% Senior Subordinated Note) 9_% Senior Subordinated Secured Notes due 2008 2015 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUPVIASYSTEMS, INC. promises to pay to ________________ [ ], or registered assigns, the principal sum of ___________ Dollars DOLLARS on March January 15, 20082015. Interest Payment Dates: March January 15 and September July 15 Record Dates: March January 1 and September July 1 THE MUSICLAND GROUPDated: , 20 VIASYSTEMS, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NAWILMINGTON TRUST FSB, as Trustee By: ---------------------------------- (Authorized Signatory THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: VIASYSTEMS, INC., 000 XXXXX XXXXXX XXXX, ST. LOUIS, MISSOURI, 63105, ATTENTION: CHIEF FINANCIAL OFFICER. A1-1 [Back of Note] 12.00% Senior Subordinated Note) 9_% Senior Subordinated Secured Notes due 20082015 [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] 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 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 Intentionally Left Blank SIGNATURES Dated as of April 6January 15, 1998 THE MUSICLAND GROUP, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES 1997 TENET HEALTHCARE CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Terence P. McMullen ----------------------- Name: Terence P. McMullen Tixxx: Xxxx X. Xxxxxxx TitleXxxxxxxxx Attest: CEO and Chairman BANK ONE/s/ Richard B. Silver (SEAL) ----------------- Richard B. Silvex Xxxxx xx xx Xxnuary 15, NA1997 THE XXXX XX XXX XXXX, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Vivian George ----------------------- Name: Xxxxxx X. Xxxxx Vivian George Title: Vice Axxxxxxxx Xxxx President 101 Attest: ________________________________ (SEAL) By: /s/ ---------------------- Authorized Signatory EXHIBIT A-1 A (Face of Security) 8% Senior Subordinated Note) 9_% Senior Subordinated Notes Note due 2008 January 15, 2005 CUSIP: 88033G AF 7 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. $__________________ TENET HEALTHCARE CORPORATION promises to pay to _______________________________________________________ or its registered assigns, the principal sum of _______________ Dollars on March January 15, 20082005. Interest Payment Dates: March January 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUPJuly 15, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONEcommencing July 15, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 20081997.

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 6June 16, 1998 THE MUSICLAND GROUP, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES 2000 XXXXX HEALTHCARE CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxx ------------------------------------ Xxxxxx ------------------------------ Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman Chief Corporate Officer Attest: /s/ Xxxxxxx X. Silver ------------------------- Xxxxxxx X. Xxxxxx Dated as of June 16, 2000 THE BANK ONE, NAOF NEW YORK, as Trustee By: /s/ Xxxxxx Xxx X. Xxxxx Brown ------------------------------ Name: VAN X. XXXXX Title: Assistant Vice President Attest: -------------------------- By: /s/ Xxxxxx X. Xxxxx Title: Xxxxxx ----------------------- Authorized Signatory XXXXXX X. XXXXXX Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to ________________ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008APPENDIX A FOR OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO RULE 144A AND TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S. PROVISIONS RELATING TO INITIAL SECURITIES AND EXCHANGE SECURITIES

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 [Signatures on following pages] SIGNATURES Dated as of April 6August 12, 1998 THE MUSICLAND GROUP2002 COMDISCO HOLDING COMPANY, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Robert E.T. Lackey --------------------------------- Name: Robert E.T. Lackey Titxx: Xxecutivx Xxxx X. Xxxxxxx TitlePresident, Secretary and Chief Legal Officer Attest: CEO and Chairman MUSICLAND STORES CORPORATION /s/ Carlotta A. Martini ----------------------- Name: Carlotta A. Martixx Xxxxx: Xxxxxx Xxpublic COMDISCO, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Robert E.T. Lackey --------------------------------- Name: Robert E.T. Lackey Titxx: Xxecutivx Xxxx X. Xxxxxxx TitlePresident, Secretary and Chief Legal Officer Attest: CEO and Chairman /s/ Carlotta A. Martini ----------------------- Name: Carlotta A. Martixx Xxxxx: Xxxxxx Xxpublic WELLS FARGO BANK ONEMINNESOTA, NA, as Trustee XXXIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxx ------------------------------ Jane Y. Schweiger --------------------------------- Name: Xxxxxx Jane Y. Schweiger Tixxx: Xxxxxxxxx Xxce President Attest: Curtis D. Schwegman ------------------- Authorized Signatory: Curtix X. Xxxxx TitleXxxxxxxxx Xxxx: Vice President 101 August 12, 2002 XXXXXXXE A SCHEDULED CASH RESERVE AMOUNT Date Aggregate Cash Reserve Amount ---- ----------------------------- September 30, 2002 $57,000,000.00 December 31, 2002 $55,000,000.00 March 31, 2003 $53,000,000.00 June 30, 2003 $51,000,000.00 September 30, 2003 $49,000,000.00 December 31, 2003 $47,000,000.00 March 31, 2004 $45,000,000.00 June 30, 2004 and thereafter $43,000,000.00 EXHIBIT A-1 (A [Face of Senior Note] -------------------------------------------------------------------------------- CUSIP ____________ 11% Subordinated Note) 9_% Senior Subordinated Secured Notes due 2008 2005 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP___ $____________ COMDISCO HOLDING COMPANY, INC. promises and COMDISCO, INC. promise to pay to _____________________________________________________________ or registered assigns, the principal sum of $650,000,000.00 on ______ ___, 2005. Interest Payment Dates: September 30, December 31, March 31 and June 30 Record Dates: September 15, December 15, March 15 and June 15 Dated: ___________, ____ COMDISCO HOLDING COMPANY, INC. COMDISCO, INC. By:_______________________ Dollars on March 15, 2008. Interest Payment DatesBy:________________________ Name: March 15 and September 15 Record DatesName: March 1 and September 1 THE MUSICLAND GROUP, INC. Title: Title: By:_______________________ By:________________________ Name: ------------------------------- Name: Title: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ WELLS FARGO BANK ONEMINNESOTA, NA, NATIONAL ASSOCIATION as Trustee By: ---------------------------------- (___________________________ Authorized Signatory -------------------------------------------------------------------------------- [Back of Senior Note] 11% Subordinated Note) 9_% Senior Subordinated Secured Notes due 20082005 [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE, PURSUANT TO THE PROVISIONS OF THE INDENTURE.] 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 headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6July 21, 1998 THE MUSICLAND GROUP, 2000 ZIFF XXXXX MEDIA INC. By: /s/ Xxxx Xxxxxx X. Xxxxxxx ------------------------------------ Xxxxxx --------------------------- Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION SVP & CFO ZIFF XXXXX PUBLISHING HOLDINGS INC. ZIFF XXXXX PUBLISHING INC. ZIFF XXXXX INTERNET INC. ZIFF XXXXX DEVELOPMENT INC. ETESTING LABS INC., as Guarantors By: /s/ Xxxx Xxxxxx X. Xxxxxxx ------------------------------------ Xxxxxx --------------------------- Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman BANK ONE, NASVP & CFO BANKERS TRUST COMPANY, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Xxxxxxx --------------------------- Name: Xxxxxx X. Xxxxx Xxxxxxx Title: Vice President 101 Authorized Signatory EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 ----------- [FORM OF GLOBAL NOTE] ZIFF XXXXX MEDIA INC. 12% SENIOR SUBORDINATED NOTES DUE 2010 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP[ ] CUSIP: [ ] $[ ] ZIFF XXXXX MEDIA INC., INC. a corporation incorporated under the laws of the State of Delaware, promises to pay to ________________ CEDE & CO. or their registered assigns, the principal sum of ___________ [ ] Dollars on March 15July , 20082010. Interest Payment Dates: March January 15 and September 15 July 15, commencing January 15, 2001. Record Dates: March January 1 and September 1 THE MUSICLAND GROUPJuly 1. Reference is made to the further provisions of this Note contained herein, INC. By: ------------------------------- Name: Title: This is one of which will for all purposes have the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, same effect as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 105 SIGNATURES Dated as of April 6December 14, 1998 THE MUSICLAND GROUP2010 ISSUER: PILGRIM’S PRIDE CORPORATION By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Principal Financial and Chief Accounting Officer GUARANTOR: PILGRIM’S PRIDE CORPORATION OF WEST VIRGINIA, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Xxxxxx Name: Xxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Principal Financial Officer TRUSTEE: THE BANK OF NEW YORK MELLON By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Xxxxx Xxxxxxxxxx Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Xxxxxxxxxx Title: Vice President 101 106 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 A FORM OF NOTE: [FACE OF NOTE] No. $ CUSIP NONo. 000000XX0 --- --------------- THE MUSICLAND GROUPISIN No. 7.875% Senior Note Due 2018 Pilgrim’s Pride Corporation, INC. a Delaware corporation, promises to pay to ________________ , or registered assigns, the principal sum of ___________ [ ] Dollars ($ ) on March December 15, 20082018. Interest Payment Dates: March December 15 and September June 15 of each year, beginning on [ ] Regular Record Dates: March December 1 and September June 1 THE MUSICLAND GROUP, INCof each year Additional provisions of this Note are set forth on the other side of this Note. PILGRIM’S PRIDE CORPORATION By: ------------------------------- Name: Title: This Dated: TRUSTEE’S CERTIFICATE OF AUTHENTICATION THE BANK OF NEW YORK MELLON as Trustee, certifies that this is one of the Senior Subordinated Notes referred to in the within-within mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee . By: ---------------------------------- (Back Authorized Signatory [REVERSE SIDE OF NOTE] 7.875% Senior Notes Due 2018 [Insert the Global Note Legend, if applicable pursuant to the provisions of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6January 1, 1998 THE MUSICLAND GROUP2002 ASSISTED LIVING CONCEPTS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ --------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Attest: -------------------------------- Name: Title: CARRIAGE HOUSE ASSISTED LIVING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ --------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONEAttest: -------------------------------- Name: Title: HOME AND COMMUNITY CARE, NA, as Trustee INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------ --------------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President 101 Attest: --------------------------------- Name: Title: 80 ALC INDIANA, INC. By: --------------------------------- Name: Title: Attest: --------------------------------- Name: Title: BNY MIDWEST TRUST COMPANY By: --------------------------------- Name: Title: Attest: ---------------------------------- Authorized Signatory Date: EXHIBIT A-1 (A -------------------------------------------------------------------------------- [Face of Senior Subordinated Note) 9_% Senior Subordinated ] CUSIP/CINS ____________ 10% Junior Secured Notes due 2008 2012 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP___ $____________ ASSISTED LIVING CONCEPTS, INC. promises to pay to to______________________________________________________________ or registered assigns, the principal sum of ___________ Dollars on March 15$15,250,000, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUPless any principal amount, INC. By: ------------------------------- Name: Title: This is one of if any, then subject to the Senior Subordinated Notes referred to Reserve (as defined in the within-mentioned Indenture: Dated: ------------------------ BANK ONEPlan), NAplus any amounts of interest that are capitalized in accordance with paragraph 1 of this Note on January 1, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082012.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference 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 of this Indenture hereof and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated The parties have caused this Indenture to be duly executed and attested, all as of April 6the date first above written, 1998 THE MUSICLAND GROUP, signifying their agreements contained in this Indenture. The Company: ----------- STATER BROS. HOLDINGS INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxxx --------------------------------------- Xxxx X. Xxxxxxx TitleXxxxx Chairman, President and Chief Executive Officer Attest: CEO and Chairman MUSICLAND STORES CORPORATION /s/ Xxxxx X. Xxxxxx --------------------------- Xxxxx X. Xxxxxx Secretary Trustee: ------- FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxx Xxxxx ------------------------------- Xxxxxxx Xxxxx Vice President Attest: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Xxxxxxxx ------------------------------- Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Assistant Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 NoA SEE REVERSE FOR TRANSFER RESTRICTIONS STATER BROS. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, HOLDINGS INC. promises to pay to 9% SENIOR SUBORDINATED NOTE DUE JULY 1, 2004 $________________ or registered assignsLos Angeles, the principal sum of ___California Note No. ________ Dollars on March 15July 24, 2008. 1997 Interest Payment Dates: March 15 July 1 and September 15 January 1 Record Dates: March 1 June 15 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008December 15

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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 100 [Signatures on following page] 105 SIGNATURES Dated as of April 61, 1998 THE MUSICLAND GROUP2003 COMPANY: BARNEY'S, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ STEVEN M. FELDMAN --------------------------------------- Name: Xxxx X. Xxxxxxx Steven M. Feldman Title: CEO Execuxxxx Xxxx Xxxxxxxnt and Chairman MUSICLAND STORES CORPORATION Chief Financial Officer GUARANTORS: BARNEYS NEW YORK, INC. BARNEYS AMERICA, INC. BARNEYS (CA) LEASE CORP. BARNEYS (NY) LEASE CORP. BASCO ALL-AMERICAN SPORTSWEAR CORP. XXX LICENSING CORP. BARNEYS AMERICA (CHICAGO) LEASE CORP. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ STEVEN M. FELDMAN --------------------------------------- Name: Xxxx X. Xxxxxxx Steven M. Feldman Title: CEO Execuxxxx Xxxx Xxxxxxxnt and Chairman BANK ONEChief Financial Officer TRUSTEE: WILMINGTON TRUST COMPANY, NA, as Trustee AS TRUSTEE By: /s/ Xxxxxx X. Xxxxx ------------------------------ JAMES D. NESCI --------------------------------------- Name: Xxxxxx X. Xxxxx James D. Nesci Title: Vice President 101 Authorizxx Xxxxxx EXHIBIT A-1 (A [Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to _______] -------------------------------------------------------------------------------- [INSERT ORIGINAL ISSUE DISCOUNT LEGEND HERE.] CUSIP/ISIN _________ or registered assigns, the principal sum of 9.000% Senior Secured Notes due 2008 No. ___ $_________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUPBARNEY'S, INC. By: ------------------------------- Name: Title: This is one promises to pay to CEDE & CO. ---------- or registered assigns, the principal sum of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE----------------------------------------------------------- Dollars on April 1, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Discount Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Discount Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 100 113 Dated as of April 6September 23, 1998 THE MUSICLAND GROUP2004 SIGNATURES VANGUARD HEALTH HOLDING COMPANY I, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee LLC By: /s/ Xxxxxx X. Xxxxx ------------------------------ --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President 101 President, Chief Financial Officer & Treasurer VANGUARD HOLDING COMPANY I, INC. By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer VANGUARD HEALTH SYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer Counterpart Signature Page Senior Discount Notes Indenture Dated as of September 23, 2004 SIGNATURES U.S. Bank National Association By: /s/ Xxxxxxx Xxxxxxxx ---------------------------------------- Authorized Signatory Counterpart Signature Page Senior Discount Notes Indenture EXHIBIT A-1 (A1 [Face of Senior Subordinated Discount Note) 9_% ] CUSIP/ISIN 11-1/4% Senior Subordinated Discount Notes due 2008 2015 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to ____ Principal Amount at Maturity $_____________ THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 0000 XX XXX. XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE, THE ISSUE PRICE IS $577.13 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $422.87. THE ISSUE DATE OF THIS NOTE IS SEPTEMBER 23, 2004 AND THE YIELD TO MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 11.25%. VANGUARD HEALTH HOLDING COMPANY I, LLC and VANGUARD HOLDING COMPANY I, INC. promise to pay to CEDE & CO. or registered assigns, the principal sum of _$__________ Dollars DOLLARS on March 15October 1, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082015.

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 84 Dated as of April 6July 16, 1998 THE MUSICLAND GROUP, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES 2003 CALPINE CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Xxxxxx -------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee WILMINGTON TRUST COMPANY By: /s/ Xxxxxx Xxxxxxx X. Xxxxx ------------------------------ Xxxx -------------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxx Xxxx Title: Vice President 101 Authorized Signer EXHIBIT A-1 (A [Face of Note] -------------------------------------------------------------------------------- CUSIP [131347 BB 1] [U13055 AD 7] Second Priority Senior Subordinated Note) 9_% Senior Subordinated Secured Floating Rate Notes due 2008 2007 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to _____ $____________ CALPINE CORPORATION promises to pay to CEDE & CO. or registered assigns, the principal sum of __________________________________________________________ Dollars on March July 15, 20082007. Interest Payment Dates: March 15 and September January 15, April 15, July 15, October 15 Record Dates: March January 1, April 1, July 1, October 1 and September 1 THE MUSICLAND GROUP, INC. CALPINE CORPORATION By: ------------------------------- ________________________________ Name: Title: Dated: July 16, 2003 This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NAWILMINGTON TRUST COMPANY, as Trustee By: ---------------------------------- (__________________________________ Authorized Signatory -------------------------------------------------------------------------------- [Back of Note] Second Priority Senior Subordinated Note) 9_% Senior Subordinated Secured Floating Rate Notes due 20082007 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(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 (IV) 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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. THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND SHALL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO 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 OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. Capitalized terms used herein have the meanings assigned to them in this 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 of this Indenture hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6Xxxxx 0, 1998 THE MUSICLAND GROUP0000 XXXXXX INDUSTRIES, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ -------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION ByAttest: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE-------------------------------- [SEAL] Dated as of April 2, NA1997 FIRST TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ -------------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President 101 Attest: -------------------------------- [SEAL] EXHIBIT A-1 A (Face of Senior Subordinated NoteSecurity) 9_% Senior Subordinated Notes due 2008 11 3/4% SERIES [A/B] SENIOR SUBORDINATED DISCOUNT DEBENTURE DUE 2009 $___________ Cusip No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP____________ JORDAN INDUSTRIES, INC. promises to pay to _____________________________________________________________ or registered assigns, the principal sum of ________________________________ Dollars on March 15April 1, 2008. 2009 Interest Payment Dates: March 15 October 1 and September 15 April 1 Record Dates: September 15 and March 1 and September 1 THE MUSICLAND GROUP15 Dated: Authenticated: || FIRST TRUST NATIONAL ASSOCIATION, JORDAN INDUSTRIES, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008By: -------------------------------- -------------------------------- Authorized Signature OR By: -------------------------------- as Authenticating Agent

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 of this Indenture hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6July 15, 1998 THE MUSICLAND GROUP1993 JORDAN INDUSTRIES, INC. By: /s/ Xxxx X. Xxxxxxx [ILLEGIBLE] ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION ByAttest: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE[ILLEGIBLE] ----------------------------- [SEAL] Dated as of July 15, NA1993 FIRST TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ [ILLEGIBLE] ------------------------------------ Name: Xxxxxx X. Xxxxx [ILLEGIBLE] Title: Vice President 101 [ILLEGIBLE] Attest: [ILLEGIBLE] ----------------------------- [SEAL] EXHIBIT A-1 A (Face of Senior Subordinated NoteSecurity) 9_% Senior Subordinated Notes due 2008 10 3/8% SENIOR NOTE DUE 2003 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP._____ $________ JORDAN INDUSTRIES, INC. promises to pay to _____________________________________________________________ or registered assigns, the principal sum of _________________________________ Dollars on March 15August 1, 2008. 2003 Interest Payment Dates: March 15 February 1 and September 15 August 1 Record Dates: March 1 January 15 and September 1 THE MUSICLAND GROUPJuly 15 Dated: Authenticated: FIRST TRUST NATIONAL ASSOCIATION, as Trustee JORDAN INDUSTRIES, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- ----------------------- -------------------- Authorized Signature OR By: -------------------------- as Authenticating Agent By: -------------------- Authorized Signature (SEAL) (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008Security)

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 63 SIGNATURES Dated as of April 6August 22, 1998 2001 THE MUSICLAND GROUP, FINOVA GROUP INC. By: /s/ Xxxx Xxxxxxx X. Xxxxxxx ------------------------------------ Xxxxxxxx ------------------------------ Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: CEO Executive Vice President and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman Secretary THE BANK ONE, NAOF NEW YORK, as Trustee By: /s/ Xxxxxx Van X. Xxxxx ------------------------------ Name: Xxxxxx Van X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 A [FACE OF NOTE] 7.5% SENIOR SECURED NOTE MATURING 2009 WITH CONTINGENT INTEREST DUE 2016 CUSIP No. $ CUSIP NO317928 AA 0 XXXX Xx. 000000XX0 --- --------------- XX000000XX00 No.___ $____________ THE MUSICLAND GROUP, FINOVA GROUP INC. promises to pay to ________________________ or its registered assigns, assigns the principal sum of _______________________ Dollars on March November 15, 20082009. Interest Payment Dates: March May 15 and September 15 Record November 15, commencing November 15, 2001. Reference Dates: March 1 and September 1 The fifth Business Day immediately preceding each Interest Payment Date. Additional provisions of this Note are set forth on the other side of this Note. Dated: ________ THE MUSICLAND GROUP, FINOVA GROUP INC. By: ------------------------------- ------------------------------ Name: Title: TRUSTEE'S CERTIFICATION OF AUTHENTICATION: This is one of the Senior Subordinated Notes referred to in the within-within mentioned Indenture: Dated: ------------------------ THE BANK ONE, NAOF NEW YORK, as Trustee By: ---------------------------------- ------------------------------ Authorized Signatory [BACK OF NOTE] 7.5% SENIOR SECURED NOTE MATURING 2009 WITH CONTINGENT INTEREST DUE 2016 Capitalized terms used herein have the meanings assigned to them in the Indenture (Back of Senior Subordinated Noteas defined below) 9_% Senior Subordinated Notes due 2008unless 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 70 SIGNATURES Dated as of April 6August 24, 1998 THE MUSICLAND GROUPXXX. XXXXXX' HOLDING COMPANY, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ :_____________________________________ Name: Xxxx X. Xxxxxxx Xxxxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION ByChief Executive Officer Attest: /s/ Xxxx X. Xxxxxxx ------------------------------------ _________________________ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman THE BANK ONEOF NEW YORK, NA, as Trustee AS TRUSTEE By: /s/ Xxxxxx X. Xxxxx ------------------------------ :_____________________________________ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 A (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No================================================================================ FOR THE 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. YOU MAY CONTACT XXX XXXXXX, THE CHIEF FINANCIAL OFFICER OF XXX. XXXXXX' HOLDING COMPANY, INC., AT 0000 XXXX XXXXXXXXXX XXXXXXX, XXXXX 000, XXXX XXXX XXXX, XXXX 00000, TELEPHONE NUMBER: (000) 000-0000, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT. CUSIP/CINS_____________ 14% [SERIES A] [SERIES B] SENIOR SECURED DISCOUNT NOTES DUE 2005 NO.______ $ CUSIP NOXXX. 000000XX0 --- --------------- THE MUSICLAND GROUPXXXXXX' HOLDING COMPANY, INC. promises to pay to to__________________________________________________________ or registered assigns, the principal sum of of_________________________________ Dollars on March 15December 1, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082005.

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 6January 29, 1998 THE MUSICLAND GROUP1999 Pac-West Telecomm, INC. Inc. By: /s/ Xxxx Xxxxxxx X. Xxxxxxx ------------------------------------ Xxxxxx ------------------------------ Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Chief Financial Officer Attest: /s/ Xxxxxxxx Xxxxx ---------------------------- Name: Xxxxxxxx Xxxxx Title: Notary Public --------------------------------------- Norwest Bank Minnesota, National XXXXXXXX XXXXX Association [Notary] Comm. # 1127538 [Public] NOTARY PUBLIC--CALIFORNIA By: /s/ Xxxx Xxxxxxx X. Xxxxx [ Seal ] San Xxxxxxx ------------------------------------ County ------------------------------ My Comm. Expires March 2, 2001 Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxx --------------------------------------- Title: CEO and Chairman BANK ONE, NA, as Trustee ByDesignated Signer Attest: /s/ Xxxxxx X. Xxxxx ------------------------------ Name---------------------------- Authorized Signatory Date: Xxxxxx X. Xxxxx Title: Vice President 101 Signature Page to Indenture EXHIBIT A-1 (A1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ___________ ___% [Series A] [Series B] Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 2009 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP__ $___________ Pac-West Telecomm, INC. Inc. promises to pay to to______________________________________________________________ or registered assigns, the principal sum of of____________________________________________________________ Dollars on March 15_____________, 2008200__. Interest Payment Dates: March 15 ____________ and September 15 ____________ Record Dates: March 1 ____________ and September 1 THE MUSICLAND GROUP____________ Dated: January 29, INC. 1998 Pac-West Telecomm, Inc. By:____________________________________________ Name: ------------------------------- Title: By:____________________________________________ Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONENorwest Bank Minnesota, NANATIONAL ASSOCIATION, as Trustee By: ---------------------------------- (__________________________________ Authorized Signatory -------------------------------------------------------------------------------- A1-1 [Back of Note] 13 1/2% [Series A] [Series B] Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082009 "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 COMPANY." THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED, AND THE NOTE 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 NOTE 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 OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH NOTE 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), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) 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 THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (d) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (e) SUCH TRANSFER IS EFFECTED BY THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEES NAME) IN THE BOOKS MAINTAINED BY THE REGISTRAR, AND IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND THE COMPANY, IF IT SO REQUESTS) OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (ii) TO THE COMPANY OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE." 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 70 SIGNATURES Dated as of April 6November 25, 1998 THE MUSICLAND GROUP, INC1997 CROWN CASTLE INTERNATIONAL CORP. By: /s/ Xxxx XXXX X. Xxxxxxx ------------------------------------ XXXX ------------------------- Name: Xxxx X. Xxxxxxx Xxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Executive Vice President Attest: /s/ XXXXX XXXXX XXXXXXXXX ------------------------- Name: Xxxxx Xxxxx Xxxxxxxxx Title: Corporate Secretary UNITED STATES TRUST COMPANY OF NEW YORK By: /s/ Xxxx XXXXXX X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ XXXXX ------------------------- Name: Xxxxxx X. Xxxxx Title: Senior Vice President 101 Attest: /s/ SIRQNI X. XXXXXXX ------------------------- Name: Sirqni X. Xxxxxxx Title: Assistant Secretary EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No================================================================================ FOR THE 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 $597.65, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $933.60, THE ISSUE DATE IS NOVEMBER 25, 1997 AND THE YIELD TO MATURITY IS 10 5/8% PER ANNUM. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to CUSIP/CINS ________________ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 103 SIGNATURES Dated as of April 6September 10, 1998 THE MUSICLAND GROUP2007 COMPANY: 7 DAYS GROUP HOLDINGS LIMITED By: /s/ Xxxxx, INC. Xxxxxx Name: Xxxxx, Xxxxxx Title: CEO TRUSTEE: DB TRUSTEES (HONG KONG) LIMITED By: /s/ Xxxx X. Xxx-Xxxxxxx ------------------------------------ /s/ Xxxx Xxx Xxxx Xxxxxx Name: Xxxx X. Xxx-Xxxxxxx Xxxx Kin Xxxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Director Authorised Signatory COLLATERAL AGENT: DB TRUSTEES (HONG KONG) LIMITED By: /s/ Xxxx X. Xxx-Xxxxxxx ------------------------------------ /s/ Xxxx Xxx Xxxx Xxxxxx Name: Xxxx X. Xxx-Xxxxxxx Xxxx Kin Xxxx Xxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 Director Authorised Signatory EXHIBIT A-1 A (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 GUARANTEED SENIOR FLOATING RATE NOTES DUE 2010 ISIN: XS0314366567 Common Code: 031436656 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. 1 $80,000,000.— 7 DAYS GROUP HOLDINGS LIMITED promises to pay to ________________ BT Globenet Nominees Limited or registered assigns, as nominee for Deutsche Bank AG, London Branch, as common depositary for Clearstream Banking, société anonyme (“Clearstream”) and/or Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”), or registered assigns, the principal sum of ___________ EIGHTY MILLION Dollars ($80,000,000) on March 15September 10, 20082010. Interest Payment Dates: March 15 10 and September 15 10, commencing March 10, 2008. Record Dates: March 1 February 23 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: August 26 Dated: ------------------------ BANK ONESeptember 10, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082007.

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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 6August 2, 1998 THE MUSICLAND GROUP2005 FTI CONSULTING, INC. By: /s/ Xxxx /S/ XXXXXXXX X. Xxxxxxx ------------------------------------ XXXXXX Name: Xxxx Xxxxxxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Executive V.P., CFO & Treasurer FTI, LLC By: /s/ Xxxx /S/ XXXXXXXX X. Xxxxxxx ------------------------------------ XXXXXX Name: Xxxx Xxxxxxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman BANK ONECFO & Treasurer FTI REPOSITORY SERVICES, NA, as Trustee LLC By: /s/ Xxxxxx /S/ XXXXXXXX X. Xxxxx ------------------------------ XXXXXX Name: Xxxxxxxx X. Xxxxxx X. Xxxxx Title: Vice President 101 CFO & Treasurer LEXECON, LLC By: /S/ XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: CFO & Treasurer TECHNOLOGY & FINANCIAL CONSULTING, INC. By: /S/ XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: CFO & Treasurer TEKLICON, INC. By: /S/ XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: CFO & Treasurer FTI CAMBIO, LLC By: /S/ XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: CFO & Treasurer FTI IP, LLC By: /S/ XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: CFO & Treasurer WILMINGTON TRUST COMPANY By: /S/ XXXXX X. XXXXXXXX Name: Xxxxx X. XxXxxxxx Title: Authorized Signer EXHIBIT A-1 (A [Face of Note] CUSIP/CINS 75/8% Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 2013 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUPFTI CONSULTING, INC. promises to pay to ________________ or registered assigns, the principal sum of ___________ Dollars DOLLARS on March June 15, 20082013. Interest Payment Dates: March June 15 and September December 15 Record Dates: March June 1 and September December 1 THE MUSICLAND GROUPDated: , 20 FTI CONSULTING, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NAWILMINGTON TRUST COMPANY, as Trustee By: ---------------------------------- (Authorized Signatory [Back of Note] 7 5/8% Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082013 [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] 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 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 [SIGNATURES ON FOLLOWING PAGES] Dated as of April 6August 1, 1998 THE MUSICLAND GROUP, INC. 2003 WHEELING-PITTSBURGH STEEL CORPORATION By: /s/ Xxxx X. Xxxxxxx X. Xxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Xxxxx Title: CEO and Chairman MUSICLAND STORES SVP Dated as of August 1, 2003 WHEELING-PITTSBURGH CORPORATION By: /s/ Xxxx X. Xxxxxxx X. Xxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Xxxxx Title: CEO and Chairman VP Dated as of August 1, 2003 WP STEEL VENTURE CORPORATION By: /s/ X. X. Xxxxx ------------------------------------ Name: Xxxx X. Xxxxx Title: Secretary Dated as of August 1, 2003 BANK ONE, NAN.A., as Trustee By: /s/ Xxxxxxx Xxxxxx X. Xxxxx ------------------------------ ------------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of A FORM OF NOTE Series A Senior Subordinated Note) 9_% Senior Subordinated Secured Notes due 2008 2011 No. $ A-1 $40,000,000 CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. 963150 AB 3 WHEELING-PITTSBURGH STEEL CORPORATION promises to pay to _____CEDE & CO, or its registered assigns, the principal sum of Forty Million Dollars ($40,000,000) on ___________ or registered assigns, the principal sum of ___________ Dollars on March 15, 20082011. Interest Payment Dates: March June 15 and September December 15 Record DatesDate: March June 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008December 1

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 [Signatures on following pages] SIGNATURES Dated as of April 6______, 1998 THE MUSICLAND GROUP200[1] ASSISTED LIVING CONCEPTS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ ------------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Attest: -------------------------------- Name: Title: CARRIAGE HOUSE ASSISTED LIVING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ ------------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONEAttest: -------------------------------- Name: Title: HOME AND COMMUNITY CARE, NA, as Trustee INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------ ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President 101 Attest: -------------------------------- Name: Title: 74 ALC INDIANA, INC. By: ------------------------------------- Name: Title: Attest: -------------------------------- Name: Title: BNY MIDWEST TRUST COMPANY By: ------------------------------------- Name: Title: Attest: -------------------------------- Authorized Signatory Date: EXHIBIT A-1 (A [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ____________ 10% Senior Subordinated Note) 9_% Senior Subordinated Secured Notes due 2008 200 [8] No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP___ $____________ ASSISTED LIVING CONCEPTS, INC. promises to pay to -------------------------------------------------------------- or registered assigns, the principal sum of $40,250,000, less any principal amount, if any, then subject to the Reserve (as defined in the Plan) on _____________, 200___ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008.

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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6June 3, 1998 THE MUSICLAND GROUP, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES 2003 GEORGIA-PACIFIC CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ James F. Kelley ----------------------------- Name: Xxxx X. Xxxxxxx James F. Kelley Title: CEO Executixx Xxxx Xxxxxxxnt and Chairman BANK ONE, NA, as Trustee General Counsel GUARANTOR: FORT JAMES CORPORATION By: /s/ Xxxxxx X. Xxxxx ------------------------------ James F. Xxxley ----------------------------- Name: Xxxxxx X. Xxxxx James F. Kelley Title: Vice President 101 Executixx Xxxx Xxxxxxxnt and General Counsel GUARANTOR: FORT JAMES OPERATING COMPANY By: /s/ Jxxxx F. Kelley ----------------------------- Name: James F. Kelley Title: Executixx Xxxx Xxxxxxxnt and General Counsel Attest: /s/ Joanna B. Apolinsky ------------------------- Name: Joanna B. Apolinsxx Xxxxx: Xxxxxxxxx Secretary XXX XANK OF NEW YORK By: /s/ ---------------------- Name: Title: EXHIBIT A-1 (A [Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to ____] CUSIP/CINS ____________ 7 3/8% Senior Notes due 2008 No. ___ $ ___________ GEORGIA-PACIFIC CORPORATION promises to pay to CEDE & CO. or registered assigns, the principal sum of ___________________________________________________________ Dollars on March July 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008.

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 621, 1998 THE MUSICLAND GROUPDIAMOND BRANDS OPERATING CORP. By: /s/ Xxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxx Title: Vice President of Finance and Chief Financial Officer EMPIRE CANDLE, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxx Xxxxxx X. Xxxxxxx Title: CEO Vice President of Finance and Chairman MUSICLAND STORES CORPORATION Chief Financial Officer XXXXXXX, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxx Xxxxxx X. Xxxxxxx Title: CEO Vice President of Finance and Chairman Chief Financial Officer STATE STREET BANK ONE, NA, AND TRUST COMPANY as Trustee trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Xxxxxxxx -------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT Exhibit A-1 ----------- (Face of Senior Subordinated Notenote) 9_% -------------- 10 1/8% Senior Subordinated Notes due 2008 No. $ __ $__________ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC.___________ DIAMOND BRANDS OPERATING CORP. promises to pay to _________________ or registered assigns, the principal sum of ________________________ Dollars ($ ) on March April 15, 2008. Interest Payment Dates: March October 15 and September April 15 Record Dates: March October 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008April 1

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 [Signatures on following pages] Dated as of April 6August ___, 1998 THE MUSICLAND GROUP2002 [REORGANIZED COMDISCO, INC. .] By: /s/ Xxxx X. Xxxxxxx ------------------------------------ ------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Attest: ____________________________ Name: Title: [NEW LEASING CO., INC.] By: /s/ Xxxx X. Xxxxxxx ------------------------------------ ------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman Attest: ____________________________ Name: Title: XXXXX FARGO BANK ONEMINNESOTA, NA, as Trustee NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxx ------------------------------ ------------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President 101 Attest: ____________________________ Authorized Signatory: Title: SCHEDULE A SCHEDULED CASH RESERVE AMOUNT Date Aggregate Cash Reserve Amount ---- ----------------------------- September 30, 2002 $57,000,000.00 December 31, 2002 $55,000,000.00 March 31, 2003 $53,000,000.00 June 30, 2003 $51,000,000.00 September 30, 2003 $49,000,000.00 December 31, 2003 $47,000,000.00 March 31, 2004 $45,000,000.00 June 30, 2004 $43,000,000.00 EXHIBIT A-1 (A [Face of Note] ------------------------------------------------------------------------------- CUSIP ____________ Variable Rate Senior Subordinated Note) 9_% Senior Subordinated Secured Notes due 2008 2004 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP___ $____________ [REORGANIZED COMDISCO, INC. promises .] and [NEW LEASING CO., INC.] promise to pay to _____________________________________________________________ or registered assigns, the principal sum of __$[400,000,000.00] on _________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008___,

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 6August 3, 1998 THE MUSICLAND GROUP, INC. 1999 Crown Castle International Corp. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to :__________________________________________ Name: Title: Attest: __________________________________________ Name: Title: United States Trust Company of New York By:__________________________________________ Name: Title: Attest: __________________________________________ Authorized Signatory Date: [Face of Note] -------------------------------------------------------------------------------- THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES TO THIS NOTE. THE ISSUE DATE OF THIS NOTE IS AUGUST 3, 1999. THE ISSUE PRICE OF THIS NOTE IS $578.89 PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THIS NOTE IS ISSUED WITH $421.11 OF ORIGINAL ISSUE DISCOUNT PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THE YIELD TO MATURITY OF THIS NOTE IS 11 1/4%. CUSIP/CINS ____________ 11 1/4% Senior Discount Notes due 2011 No. ___ $____________ CROWN CASTLE INTERNATIONAL CORP. promises to pay to CEDE & CO. or registered assigns, the principal sum of _____________________________________ Dollars DOLLARS on March 15August 1, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082011.

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 77 86 SIGNATURES Dated as of April 6December 18, 1998 THE MUSICLAND GROUP1997 PILLOWTEX CORPORATION BY: /S/ JEFFXXX X. XXXXXX --------------------------------- Name: Jeffxxx X. Xxxxxx Title: Chief Operating Officer The Initial Guarantors: PTEX HOLDING COMPANY PILLOWTEX, INC. ByMANEXXX XXXE FASHIONS, INC. BEACON MANUFACTURING COMPANY PILLOWTEX MANAGEMENT SERVICES COMPANY TENNESSEE WOOLEN MILLX, XXC. BY: /s/ Xxxx /S/ JEFFXXX X. Xxxxxxx ------------------------------------ XXXXXX --------------------------------- Name: Xxxx Jeffxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION ByChief Operating Officer NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION BY: /s/ Xxxx /S/ RAYMXXX X. Xxxxxxx ------------------------------------ XXXXXXXXXX --------------------------------- Name: Xxxx Raymxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Xxxxxxxxxx Title: Vice President 101 87 EXHIBIT A-1 A1 (Face of Senior Subordinated Note) 9_% ================================================================================ CUSIP/CINS ------------------- 9% [Series A] [Series B] Senior Subordinated Notes due 2008 2007 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. ----- -------------- PILLOWTEX CORPORATION promises to pay to ________________ --------------------------------------------------- or registered assigns, the principal sum of ___________ ------------------------------------------------ Dollars on March December 15, 20082007. Interest Payment Dates: March June 15 and September December 15 Record Dates: March June 1 and September December 1 THE MUSICLAND GROUPDATED: DECEMBER 18, INC. By1997 PILLOWTEX CORPORATION BY: ------------------------------- ----------------------------------- Name: Charxxx X. Xxxxxx, Xx. Title: Chief Executive Officer This is one of the Senior Subordinated Global Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONENorwest Bank Minnesota, NA, National Association as Trustee By: ---------------------------------- Authorized Signatory ================================================================================ A1-1 88 (Back of Senior Subordinated Note) 9_% 9% [Series A] [Series B] Senior Subordinated Notes due 20082007 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 COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. 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 1444A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(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 REQUIREMENT 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 UNDER THE SECURITIES ACT OR (D) 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), SUBJECT TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE COMPANY 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 APPLICABLE JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET FORTH IN (A) ABOVE.

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 of this Indenture hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6June 29, 1998 THE MUSICLAND GROUP2001 NATIONAL RESTAURANT ENTERPRISES HOLDINGS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Xxxxxx ---------------------------- Name: Xxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman Vice President Dated as of June 29, 2001 STATE STREET BANK ONE, NA, AND TRUST COMPANY as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Xxxxxxx --------------------------------- Name: Xxxxxx X. Xxxxx Xxxxxxx Title: Assistant Vice President 101 EXHIBIT A-1 A (Face of Senior Subordinated Note) 9_% 10 3/4% Senior Subordinated Notes Note due 2008 2007 No. $ $__________ CUSIP NONo. 000000XX0 --- --------------- THE MUSICLAND GROUPNATIONAL RESTAURANT ENTERPRISES HOLDINGS, INC. promises to pay to or registered assigns, the principal sum of Dollars on November 15, 2007. Interest Payment Dates: May 15 and November 15. Record Dates: May 1 and November 1. Dated: __________ __, 2001 NATIONAL RESTAURANT ENTERPRISES HOLDINGS, INC. By:____________________________ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008:

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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 100 [Signatures on following page] SIGNATURES Dated as of April 6May 31, 1998 THE MUSICLAND GROUP2002 TRICO MARINE SERVICES, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUPand Chief Financial Officer Attest: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer GUARANTORS: TRICO MARINE OPERATORS, INC. promises to pay to ____By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer Attest: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer TRICO MARINE ASSETS, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer Attest: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer TRUSTEE: JPMORGAN CHASE BANK By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President and Trust Officer EXHIBIT A [Face of Note] CUSIP/CINS ____________ or registered assigns, the principal sum of 8⅞% Senior Notes due 2012 No. ___ $____________ TRICO MARINE SERVICES, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on March May 15, 20082012. Interest Payment Dates: March November 15 and September May 15 Record Dates: March November 1 and September May 1 THE MUSICLAND GROUPDated: TRICO MARINE SERVICES, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, JPMorgan Chase Bank as Trustee By: ---------------------------------- (Authorized Signatory Back of Note 8⅞% Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082012 [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] 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 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 of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 6August 8, 1998 THE MUSICLAND GROUP, INC2003 ACC ESCROW CORP. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ BRUCE R. KNOOIHUIZEN ----------------------------------- Name: Xxxx X. Xxxxxxx Bruce R. Knooihuizen Title: CEO and Chairman MUSICLAND STORES CORPORATION Xxxx Xxxxxxxxx Attest: /s/ RONALD L. RIPLEY ----------------------------------- Name: Ronald L. Rxxxxx Xxxxx: Xxxe President XXXX XX OKLAHOMA, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ TIM COOK ----------------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Tim Cook Title: Vice President 101 Presixxxx Xttest: /s/ RACHEL WRIGHT ----------------------------------- Authorized Signatory Xxxx: Xxxxxx 8, 2003 SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: EXHIBIT A-1 (A1 [Face of Note] ------------------------------------------------------------------------------- CUSIP/CINS ------------ 10% [Series A] [Series B] Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 2011 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC------------ ACC ESCROW CORP. promises to pay to ________________ CEDE & CO. or registered assigns, the principal sum of ___________ ---------------------------------------------------------- Dollars on March 15, 20082011. ------------- Interest Payment Dates: March 15 and September 15 ------------ ------------ Record Dates: March 1 and September 1 THE MUSICLAND GROUP------------ ------------ Dated: August 8, INC2003 ACC ESCROW CORP. By: ------------------------------- --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONEOF OKLAHOMA, NA, NATIONAL ASSOCIATION as Trustee By: ---------------------------------- (-------------------------------------------- Authorized Signatory -------------------------------------------------------------------------------- A1-1 [Back of Note] 10% [Series A] [Series B] Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082011 [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] 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 of this Indenture hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6December 19, 1998 1996 XXXX MEDIA CORPORATION By: /S/ XXXXXXX X. XXXXXX ---------------------------------- Name: Xxxxxxx X. Xxxxxx Title:Chief Financial Officer and Treasurer Dated as of December 19, 1996 XXXX COMMUNICATIONS, INC. XXXX MILLENNIUM MARKETING INC. BANNER RADIO SALES, INC. XXXXXXXX RADIO SALES, INC. XXXXXXX RADIO SALES, INC. SELTEL INC. XXXX CABLE CORPORATION THE MUSICLAND GROUPNATIONAL PAYROLL COMPANY, INC. By: /s/ Xxxx /S/ XXXXXXX X. Xxxxxxx ------------------------------------ XXXXXX ---------------------------------- Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxxx Title: CEO :Chief Financial Officer and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONETreasurer Dated as of December 19, NA, 1996 AMERICAN STOCK TRANSFER & TRUST COMPANY as Trustee By: /s/ Xxxxxx /S/ XXXXXXX X. Xxxxx ------------------------------ XXXXXX ---------------------------------- Name: Xxxxxxx X. Xxxxxx X. Xxxxx Title: :Vice President 101 By: /S/ XXXXX XXXXXX ---------------------------------- Name: Xxxxx Sliber Title:Assistant Secretary EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to ________________ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008)

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 91 SIGNATURES Dated as of April 6September 20, 1998 THE MUSICLAND GROUP2024 ISSUERS: XXXX RESORTS FINANCE, INCLLC By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Treasurer XXXX RESORTS CAPITAL CORP. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Xxxxx Xxxxxxx-Xxx Name: Xxxx X. Xxxxxxx Xxxxx Xxxxxxx-Xxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Treasurer GUARANTORS: EBH HOLDINGS, LLC XXXXXXX PROPERTY, LLC XXXX AMERICA GROUP, LLC XXXX GROUP ASIA, INC. XXXX LAS VEGAS HOLDINGS, LLC XXXX LAS VEGAS CAPITAL CORP. By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Treasurer XXXX LAS VEGAS, LLC By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Xxxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxxx Title: CEO Chief Financial Officer and Chairman Senior Vice President XXXX MA, LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer XXXX SUNRISE, LLC By: Xxxx Las Vegas, LLC its sole member By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer and Senior Vice President U.S. BANK ONETRUST COMPANY, NANATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Hahn________________ Name: Xxxxxx X. Xxxxx Xxxx Title: Vice President 101 EXHIBIT A-1 ([Face of Note] CUSIP/ISIN 983133 AD1/US983133AD10 6.250% Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 2033 No. $ CUSIP NO___ $____________ XXXX RESORTS FINANCE, LLC XXXX RESORTS CAPITAL CORP. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises promise to pay to ______________________ or registered assigns, the principal sum of ___________ Dollars DOLLARS on March 15, 20082033. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUPDated: September 20, INC2024 XXXX RESORTS FINANCE, LLC By: Xxxx Resorts Holdings, LLC, its sole member By: Xxxx Resorts, Limited, its sole member By: Name: Title: XXXX RESORTS CAPITAL CORP. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ U.S. BANK ONETRUST COMPANY, NANATIONAL ASSOCIATION, as Trustee By: ---------------------------------- (Authorized Signatory [Back of Note] 6.250% Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082033 [Insert the Private Placement Legend, if applicable, pursuant to Section 2.06(f)(1) of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to Section 2.06(f)(2) of the 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 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April May 6, 1998 THE MUSICLAND GROUP2009 By: STANDARD MOTOR PRODUCTS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ -------------------------------------- Name: Xxxx Cxxxxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Xxxxxxxx Title: Vice President 101 General Counsel and Secretary Attest: Name: Rxxxxx X. Xxxxxx Title: Treasurer HSBC BANK USA, N.A. -------------------------------------- By: -------------------------------------- Name: Herawattee Alli Title: Vice President Attest: Name: Title: EXHIBIT A-1 (A [Face of Senior Debenture] ================================================================================ CUSIP/CINS 853666 AC9 15% Convertible Subordinated Note) 9_% Senior Subordinated Notes Debentures due 2008 2011 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP1 $12,300,000 STANDARD MOTOR PRODUCTS, INC. promises to pay to ________________ CEDE & CO., or its registered assigns, assigns the principal sum of ___________ Dollars TWELVE MILLION THREE HUNDRED THOUSAND DOLLARS on March April 15, 20082011. Interest Payment Dates: March April 15 and September October 15 commencing October 15, 2009. Record Dates: March April 1 and September 1 THE MUSICLAND GROUPOctober 1. Dated: May 6, 2009 STANDARD MOTOR PRODUCTS, INC. By: ------------------------------- ------------------------------------ Name: Cxxxxxx X. Xxxxxxxx Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008Vice President General Counsel and Secretary

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6August 12, 1998 THE MUSICLAND GROUP2002 COMDISCO HOLDING COMPANY, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUPAttest: ------------------------------ Name: Title: COMDISCO, INC. promises By: ------------------------------ Name: Title: Attest: ------------------------------ Name: Title: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATIOn By: ------------------------------ Name: Title: Attest: ------------------------------ Authorized Signatory: Date: SCHEDULE A SCHEDULED CASH RESERVE AMOUNT Date Aggregate Cash Reserve Amount ---- ----------------------------- September 30, 2002 $57,000,000.00 December 31, 2002 $55,000,000.00 March 31, 2003 $53,000,000.00 June 30, 2003 $51,000,000.00 September 30, 2003 $49,000,000.00 December 31, 2003 $47,000,000.00 March 31, 2004 $45,000,000.00 June 30, 2004 and thereafter $43,000,000.00 Exhibit A [Face of Note] ------------------------------------------------------------------------------- CUSIP ____________ 11% Subordinated Secured Notes due 2005 No. ___ $____________ COMDISCO HOLDING COMPANY, INC. and COMDISCO, INC. promise to pay to ------------------------------------------------------------ or registered assigns, the principal sum of [$650,000,000.00] on _____ __, 2005. Interest Payment Dates: September 30, December 31, March 31 and June 30 Record Dates: September 15, December 15, March 15 and June 15 Dated: _______________, ____ COMDISCO HOLDING COMPANY, INC. COMDISCO, INC. By:__________________________ or registered assigns, the principal sum of By:_________________________ Dollars on March 15, 2008. Interest Payment DatesName: March 15 and September 15 Record DatesName: March 1 and September 1 THE MUSICLAND GROUP, INC. Title: Title: By:__________________________ By:_________________________ Name: ------------------------------- Name: Title: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ WELLS FARGO BANK ONEMINNESOTA, NA, NATIONAL ASSOCIATIOn as Trustee By: ---------------------------------- (___________________________ Authorized Signatory ------------------------------------------------------------------------------- [Back of Senior Note] 11% Subordinated Note) 9_% Senior Subordinated Secured Notes due 20082005 [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE, PURSUANT TO THE PROVISIONS OF THE INDENTURE.] 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 62 SIGNATURES Dated as of April 621, 1998 THE MUSICLAND GROUP, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ 1994 BERRY PLASTICS CORPORATION Bx:/x/ROBERTO BUARON Name: Xxxx X. Xxxxxxx Roberxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION ByChaixxxx Xxxxxx: /s/ Xxxx X. Xxxxxxx ------------------------------------ /s/JAMES KRATOCHVIL (SEAL) James Kratochvil Sexxxxxxx Xxxxx as of April 21, 1994 XXX XXXXXXX XORPORATION, as Guarantor By:/s/ROBERTO BUARON Name: Xxxx X. Xxxxxxx Roberxx Xxxxxx Title: CEO and Chairman BANK ONEChaixxxx Xxxxxx: /s/JAMES KRATOCHVIL (SEAL) James Kratochvil Sexxxxxxx Xxxxx as of April 21, NA1994 XXXXX XXXX XXRPORATION, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Guarantor Xy:/s/ROBERTO BUARON Name: Roberxx Xxxxxx X. Title: Chaixxxx Xxxxxx: /s/JAMES KRATOCHVIL (SEAL) James Kratochvil Sexxxxxxx Xxxxx as of April 21, 1994 XXXXX-XXX XXXSTICS CORP., as Guarantor By:/s/ROBERTO BUARON Name: Roberxx Xxxxxx Title: Chaixxxx Xxxxxx: /s/JAMES KRATOCHVIL (SEAL) James Kratochvil Sexxxxxxx Xxxxx as of April 21, 1994 XXXXXX XXXXXX TRUST COMPANY OF NEW YORK Trustee By:/s/JOHN GUILIANO Name: John Xxxxxxxx Title: Vice President 101 EXHIBIT A-1 Xxxxxxxxx Xttest: (Face SEAL) Dated as of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUPApril 21, INC. promises to pay to 1994 _______________________________________________________________________________ or registered assigns, the principal sum of _______________________________________________________________________________ EXHIBIT A (Face of Note) 12 1/4% Senior Subordinated Notes due 2004 No. $____________ BERRY PLASTICS CORPORATION promises to pay to or registered xxxxgns, the principal sum of Dollars on March April 15, 20082004. Interest Payment Dates: March April 15 and September October 15 Record Dates: March April 1 and September October 1 THE MUSICLAND GROUPDated:___________________ __, INC. 1994 BERRY PLASTICS CORPORATION By: ------------------------------- __________________________ Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008__________________________ Name: Title:

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 [Signatures on following page] SIGNATURES Dated as of April 6October 16, 1998 THE MUSICLAND GROUP2001 ALARIS MEDICAL SYSTEMS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Stuart E. Rickerson ----------------------------- Name: Stuart E. Rickerson Tixxx: Xxxx X. Xxxxxxx Title: CEO Xxxxxxxxx and Chairman MUSICLAND STORES CORPORATION General Counsel Dated as of October 16, 2001 HSBC BANK USA By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Harriet Drandoff ----------------------------- Name: Xxxx X. Xxxxxxx Harriet Drandoff Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 Xxxxxxxxxx Xxxnatory S-1 EXHIBIT A-1 A (Face of Senior Subordinated Note) 9_% 11 5/8% Series A/B Senior Subordinated Secured Notes due 2008 2006 No. $ $______________ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP_____________ ALARIS MEDICAL SYSTEMS, INC. promises to pay to _____________________________________ or registered assigns, the principal sum of ___________ Dollars $________, as increased or decreased as set forth on March 15the schedule hereto, 2008on December 1, 2006. Interest Payment Dates: March 15 June 1 and September 15 December 1, of each year, commencing June 1, 2002. Record Dates: March 1 May 15 and September 1 THE MUSICLAND GROUPNovember 15 Dated: __________, 2001 ALARIS MEDICAL SYSTEMS, INC. By: ------------------------------- -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: Trustee's Certificate of Authentication This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ HSBC BANK ONE, NAUSA, as Trustee By: ---------------------------------- _____________________________ Authorized Signatory (Back of Senior Subordinated Note) 9_% 11 5/8% Series A/B Senior Subordinated Secured Notes due 20082006 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 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.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signature pages(s) follow] 100 Dated as of April 610, 1998 THE MUSICLAND GROUP2001 DRESSER, INC. By: /s/ Xxxx JAMEX X. Xxxxxxx XXXXXXX ------------------------------------ Name: Xxxx Jamex X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION DRESSER INTERNATIONAL INC. By: /s/ Xxxx JAMEX X. Xxxxxxx XXXXXXX ------------------------------------ Name: Xxxx Jamex X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to ________________ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUPDRESSER RUSSIA, INC. By: ------------------------------- /s/ JAMEX X XXXXXXX ------------------------------------ Name: Jamex X. Xxxxxxx Title: This is one DRESSER RE, INC. By: /s/ JAMEX X. XXXXXXX ------------------------------------ Name: Jamex X. Xxxxxxx Title: STATE STREET BANK AND TRUST COMPANY By: /s/ PHILXX X. XXXX ------------------------------------ Name: Philxx X. Xxxx Xx. Title: Authorized Signatory SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the Senior Subordinated Notes referred to in the within-mentioned IndentureIssue Date: Dated: ------------------------ BANK ONEDresser International Inc., NAa Delaware corporation. Dresser Russia, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008Inc., a Delaware corporation.

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 77 85 SIGNATURES Dated as of April 6December 18, 1998 THE MUSICLAND GROUP1997 PILLOWTEX CORPORATION BY: /S/ JEFFXXX X. XXXXXX --------------------------------- Name: Jeffxxx X. Xxxxxx Title: Chief Operating Officer The Initial Guarantors: PTEX HOLDING COMPANY PILLOWTEX, INC. ByMANEXXX XXXE FASHIONS, INC. BEACON MANUFACTURING COMPANY PILLOWTEX MANAGEMENT SERVICES COMPANY TENNESSEE WOOLEN MILLX, XXC. BY: /s/ Xxxx /S/ JEFFXXX X. Xxxxxxx ------------------------------------ XXXXXX --------------------------------- Name: Xxxx Jeffxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION ByChief Operating Officer NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION BY: /s/ Xxxx /S/ RAYMXXX X. Xxxxxxx ------------------------------------ XXXXXXXXXX --------------------------------- Name: Xxxx Raymxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Xxxxxxxxxx Title: Vice President 101 86 EXHIBIT A-1 A1 (Face of Senior Subordinated Note) 9_% ================================================================================ CUSIP/CINS ------------------- 9% [Series A] [Series B] Senior Subordinated Notes due 2008 2007 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. ----- -------------- PILLOWTEX CORPORATION promises to pay to ________________ --------------------------------------------------- or registered assigns, the principal sum of ___________ ------------------------------------------------ Dollars on March December 15, 20082007. Interest Payment Dates: March June 15 and September 15 December15 Record Dates: March June 1 and September December 1 THE MUSICLAND GROUPDATED: DECEMBER 18, INC. By1997 PILLOWTEX CORPORATION BY: ------------------------------- ----------------------------------- Name: Charxxx X. Xxxxxx, Xx. Title: Chief Executive Officer This is one of the Senior Subordinated Global Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONENorwest Bank Minnesota, NA, National Association as Trustee By: ---------------------------------- Authorized Signatory ================================================================================ A1-1 87 (Back of Senior Subordinated Note) 9_% 9% [Series A] [Series B] Senior Subordinated Notes due 20082007 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 COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. 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 1444A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(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 REQUIREMENT 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 UNDER THE SECURITIES ACT OR (D) 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), SUBJECT TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE COMPANY 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 APPLICABLE JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET FORTH IN (A) ABOVE.

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 6August ___, 1998 THE MUSICLAND GROUP2002 [REORGANIZED COMDISCO, INC. .] By: /s/ Xxxx X. Xxxxxxx ------------------------------------ ---------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Attest: ---------------------------- Name: Title: [NEW LEASING CO., INC.] By: /s/ Xxxx X. Xxxxxxx ------------------------------------ ---------------------------- Name: Xxxx X. Xxxxxxx Title: CEO and Chairman Attest: ---------------------------- Name: Title: XXXXX FARGO BANK ONEMINNESOTA, NA, as Trustee NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxx ------------------------------ ---------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President 101 Attest: ---------------------------- Authorized Signatory: Date: Schedule A-1 SCHEDULE A SCHEDULED CASH RESERVE AMOUNT Date Aggregate Cash Reserve Amount ---- ----------------------------- September 30, 2002 $57,000,000.00 December 31, 2002 $55,000,000.00 March 31, 2003 $53,000,000.00 June 30, 2003 $51,000,000.00 September 30, 2003 $49,000,000.00 December 31, 2003 $47,000,000.00 March 31, 2004 $45,000,000.00 June 30, 2004 and thereafter $43,000,000.00 EXHIBIT A Exhibit A-1 ([Face of Senior Note] ------------------------------------------------------------------------------- CUSIP ________ 11% Subordinated Note) 9_% Senior Subordinated Secured Notes due 2008 2005 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP___ $________ [REORGANIZED COMDISCO, INC. promises .] and [NEW LEASING CO., INC.] promise to pay to ----------------------------------------------------- or registered assigns, the principal sum of [$500,000,000.00] on _________ ___, 2005. Interest Payment Dates: September 30, December 31, March 31 and June 30 Record Dates: September 15, December 15, March 15 and June 15 Dated: _______________, ____ [REORGANIZED COMDISCO, INC.] [NEW LEASING CO., INC.] By:____________________________ or registered assigns, the principal sum of By:____________________________ Dollars on March 15, 2008. Interest Payment DatesName: March 15 and September 15 Record DatesName: March 1 and September 1 THE MUSICLAND GROUP, INC. Title: Title: By:____________________________ By:____________________________ Name: ------------------------------- Name: Title: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ XXXXX FARGO BANK ONEMINNESOTA, NA, NATIONAL ASSOCIATION as Trustee By: ---------------------------------- (___________________________ Authorized Signatory -------------------------------------------------------------------------------- [Back of Senior Note] 11% Subordinated Note) 9_% Senior Subordinated Secured Notes due 20082005 [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE, PURSUANT TO THE PROVISIONS OF THE INDENTURE.] 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 [SIGNATURES ON FOLLOWING PAGES] Dated as of April 6August 1, 1998 THE MUSICLAND GROUP, INC. 2003 WHEELING-PITTSBURGH STEEL CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxx ------------------------------------ ------------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES President Dated as of August 1, 2003 WHEELING-PITTSBURGH CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxx ------------------------------------ ------------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Title: CEO and Chairman President Dated as of August 1, 2003 WP STEEL VENTURE CORPORATION By: /s/ Xxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxx X. Xxxxxxx Title: President Dated as of August 1, 2003 BANK ONE, NAN.A., as Trustee By: /s/ Xxxxxxx Xxxxxx X. Xxxxx ------------------------------ ------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (Face of A FORM OF NOTE Series B Senior Subordinated Note) 9_% Senior Subordinated Secured Notes due 2008 2010 No. $ B-1 $20,000,000 CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. 963150 AA 5 WHEELING-PITTSBURGH STEEL CORPORATION promises to pay to _______CEDE & CO., or its registered assigns, the principal sum of Twenty Million Dollars ($20,000,000) on _________ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 20082010.

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 [Signatures on following pages] SIGNATURES Dated as of April 6August 12, 1998 THE MUSICLAND GROUP2002 COMDISCO HOLDING COMPANY, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Robert E.T. Lackey ------------------------------ Name: Xxxx X. Xxxxxxx TitleRobert E.T. Lackey Xxxxx: CEO Execuxxxx Xice President, Secretary and Chairman MUSICLAND STORES CORPORATION Chief Legal Officer Attest: /s/ Carlotta A. Martini ----------------------- Name: Carlotta A. Martinx Xxxxx: Xxxxxx Xxxublic COMDISCO, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Robert E.T. Lackey ------------------------------ Name: Xxxx X. Xxxxxxx TitleRobert E.T. Lackey Xxxxx: CEO Execuxxxx Xice President, Secretary and Chairman Chief Legal Officer Attest: /s/ Carlotta A. Martini ----------------------- Name: Carlotta A. Martinx Xxxxx: Xxxxxx Xxxublic WELLS FARGO BANK ONEMINNESOTA, NA, as Trustee NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxx Jane Y. Schweiger ------------------------------ Name: Xxxxxx Jane Y. Schweiger Txxxx: Xxxxxxxxx Xice President Attest: /s/ Curtis D. Schwegman ----------------------- Authorized Signatory: Cuxxxx X. Xxxxx TitleXxxxxxxxx Xate: Vice President 101 August 12, 2002 XXXXXXXX A SCHEDULED CASH RESERVE AMOUNT Date Aggregate Cash Reserve Amount ---- ----------------------------- September 30, 2002 $57,000,000.00 December 31, 2002 $55,000,000.00 March 31, 2003 $53,000,000.00 June 30, 2003 $51,000,000.00 September 30, 2003 $49,000,000.00 December 31, 2003 $47,000,000.00 March 31, 2004 $45,000,000.00 June 30, 2004 $43,000,000.00 EXHIBIT A-1 (A [Face of Note] -------------------------------------------------------------------------------- CUSIP ____________ Variable Rate Senior Subordinated Note) 9_% Senior Subordinated Secured Notes due 2008 2004 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP___ $____________ COMDISCO HOLDING COMPANY, INC. promises and COMDISCO, INC. promise to pay to _____________________________________________________________ or registered assigns, the principal sum of $400,000,000.00 on _______ __, 2004. Interest Payment Dates: September 30, December 31, March 31 and June 30 Record Dates: September 15, December 15, March 15 and June 15 Dated: _____________, ____ COMDISCO HOLDING COMPANY, INC. COMDISCO, INC. By:________________________ Dollars on March 15, 2008. Interest Payment DatesBy:________________________ Name: March 15 and September 15 Record DatesName: March 1 and September 1 THE MUSICLAND GROUP, INC. Title: Title: By:________________________ By:________________________ Name: ------------------------------- Name: Title: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ WELLS FARGO BANK ONEMINNESOTA, NA, NATIONAL ASSOCIATION as Trustee By: ---------------------------------- (___________________________ Authorized Signatory ------------------------------------------------------------------------------- [Back of Note] Variable Rate Senior Subordinated Note) 9_% Senior Subordinated Secured Notes due 20082004 [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE, PURSUANT TO THE PROVISIONS OF THE INDENTURE.] 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6DATED AS OF JULY __, 1998 THE MUSICLAND GROUP1997 DELTA FINANCIAL CORPORATION BY: --------------------------------- NAME: TITLE: DATED AS OF JULY __, 1997 DELTA FUNDING CORPORATION BY: --------------------------------- NAME: TITLE: DATED AS OF JULY __, 1997 DF SPECIAL HOLDINGS CORPORATION BY: --------------------------------- NAME: TITLE: DATED AS OF JULY __, 1997 FIDELITY MORTGAGE, INC. ByBY: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name--------------------------------- NAME: Xxxx X. Xxxxxxx TitleTITLE: CEO and Chairman MUSICLAND STORES CORPORATION ByDATED AS OF JULY __, 1997 FIDELITY MORTGAGE (FLORIDA), INC. BY: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name--------------------------------- NAME: Xxxx X. Xxxxxxx TitleTITLE: CEO and Chairman BANK ONEDATED AS OF JULY __, NA, as Trustee By0000 XXX XXXX XX XXX XXXX BY: /s/ Xxxxxx X. Xxxxx ------------------------------ Name--------------------------------- NAME: Xxxxxx X. Xxxxx TitleTITLE: Vice President 101 EXHIBIT A-1 A (Face of Senior Subordinated Note) 9_% ================================================================================ CUSIP/CINS ____________ ____% Senior Subordinated Notes due 2008 2004 REGISTERED REGISTERED No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. ___ $___________ DELTA FINANCIAL CORPORATION promises to pay to _________________________________________________ or registered assigns, the principal sum of $______________ Dollars (__________________________ DOLLARS) on March 15___________, 20082004. Interest Payment Dates: March 15 __________, and September 15 __________ Record Dates: March 1 __________, and September 1 THE MUSICLAND GROUP, INC. By__________ Dated: ------------------------------- NameDELTA FINANCIAL CORPORATION BY: Title--------------------------------- NAME: TITLE: This is one of the Senior Subordinated Global Notes referred to in the within-mentioned Indenture: Dated: ------------------------ THE BANK ONE, NAOF NEW YORK, as Trustee By: ---------------------------------- :__________________________________ ================================================================================ (Back of Senior Subordinated Note) 9_% DELTA FINANCIAL CORPORATION ___% Senior Subordinated Notes due 20082004 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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 74 83 SIGNATURES Dated as of April 6March 30, 1998 THE MUSICLAND GROUPHOLDINGS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ G. Waltxx Xxxxxxx, Xx. --------------------------- Name: Xxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: CEO President and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman Chief Executive Officer STATE STREET BANK ONE, NAAND TRUST COMPANY, as Trustee By: /s/ Xxxxxx Michxxx X. Xxxxx ------------------------------ Xxxxxxx ------------------------------- Name: Xxxxxx Michxxx X. Xxxxx TitleXxxxxxx Xxxle: Vice President 101 84 EXHIBIT A-1 A (Face of Senior Subordinated Discount Note) 9_% 11 1/4% Senior Subordinated Discount Notes due 2008 No. $ $001800XX0 Xx.____ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUPAP HOLDINGS, INC. promises to pay to ____________________ or registered assigns, the principal sum of _____________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUPHOLDINGS, INC. By: ------------------------------- -------------------------------- Name: Title: This is one of the Senior Subordinated Discount Notes referred to in the within-mentioned Indenture: Dated: ------------------------ STATE STREET BANK ONE, NAAND TRUST COMPANY, as Trustee By: ---------------------------------- ------------------------ (Back of Senior Subordinated Discount Note) 9_% 11 1/4% Senior Subordinated Discount Notes due 2008

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 [Signatures on following page] SIGNATURES Dated as of April 6March 2, 1998 THE MUSICLAND GROUP, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES - SBA COMMUNICATIONS CORPORATION By: /s/ Xxxx Xxxxxxx X. Xxxxxxx ------------------------------------ Xxxxxx ----------------------------------- Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxxx Title: CEO and Chairman Sr. Vice President By: /s/ Xxxxxx X. Xxxxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: President STATE STREET BANK ONE, NAAND TRUST COMPANY, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxx Xxxxxxx Title: Vice President 101 EXHIBIT A-1 (Face of FOR THE 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 $558.50, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $1,041.50, THE ISSUE DATE IS MARCH 2, 1998 AND THE YIELD TO MATURITY IS 12% PER ANNUM. CUSIP/CINS 12% Senior Subordinated Note) 9_% Senior Subordinated Discount Notes due 2008 No. Principal Amount at Maturity $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. SBA COMMUNICATIONS CORPORATION promises to pay to , or registered assigns, the principal sum of on march 1, 2008. Interest Payment Dates: September 1 and March 1, commencing September 1, 2003 Record Dates: August 15 and February 15 Dated: SBA COMMUNICATIONS CORPORATION By: ___________________________________ or registered assigns, the principal sum of Name: Title: By: ___________________________________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated [Global] Notes referred to in the within-mentioned Indenture: Dated: ------------------------ STATE STREET BANK ONE, NAAND TRUST COMPANY, as Trustee By: ---------------------------------- (______________________________ Authorized Signatory A1-1 [Back of Note] 12% Senior Subordinated Note) 9_% Senior Subordinated Discount Notes due 20082008 [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 COMPANY.] [THE 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, 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 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 COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(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, (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 UNDER THE SECURITIES ACT OR (d) 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), (2) TO THE COMPANY 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 APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.] 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 of this Indenture hereof and shall in no way modify or restrict any of the terms or provisions hereof. 100 Dated as of April 6, 1998 THE MUSICLAND GROUP84 SIGNATURES IMPERIAL CREDIT INDUSTRIES, INC. By: /s/ Xxxx X. H. Xxxxx Xxxxxxx ------------------------------------ ----------------------------- Name: Xxxx X. H. Xxxxx Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION Dated as of January 23, 1997 Attest: /s/ Xxx Xxxxxx ------------------------- IMPERIAL BUSINESS CREDIT, INC. By: /s/ Xxxx X. H. Xxxxx Xxxxxxx ------------------------------------ ----------------------------- Name: Xxxx X. H. Xxxxx Xxxxxxx Title: CEO and Chairman BANK ONEDated as of January 23, NA1997 Attest: /s/ Xxx Xxxxxx ------------------------- IMPERIAL CREDIT ADVISORS, INC. By: /s/ H. Xxxxx Xxxxxxx ----------------------------- Name: H. Xxxxx Xxxxxxx Title: Chairman Dated as of January 23, 1997 Attest: /s/ Xxx Xxxxxx ------------------------- FRANCHISE MORTGAGE ACCEPTANCE CO. LLC By: /s/ H. Xxxxx Xxxxxxx ----------------------------- Name: H. Xxxxx Xxxxxxx Title: Chairman Dated as of January 23, 1997 Attest: /s/ Xxx Xxxxxx ------------------------- CHEMICAL TRUST COMPANY OF CALIFORNIA, as Trustee By: /s/ Xxxx X. Xxxxxx X. Xxxxx ------------------------------ ----------------------------- Name: Xxxx X. Xxxxxx X. Xxxxx Title: Assistant Vice President 101 EXHIBIT Dated as of: January 23, 1997 Attest: Xxxxxxx ??????? ------------------------- Exhibit A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- THE MUSICLAND GROUP, INC. promises to pay to ________________ or registered assigns, the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008Security)

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 6March 11, 1998 covad communications company By:/s/ Xxxxx Xxxxxx ---------------------- Name: Xxxxx Xxxxxx Title: V.P., General Counsel Attest: /s/ Xxxxxxx X. Xxxxx ------------------------ Name: Xxxxxxx X. Xxxxx Title: Chief Financial Offier, Treasurer and Vice President, Finance THE MUSICLAND GROUP, INC. BANK OF NEW YORK By: /s/ Xxxx X. Xxxx Xxxxxxx ------------------------------------ --------------------------- Name: Xxxx X. Xxxx Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman BANK ONE, NA, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Assistant Vice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. $ CUSIP NO. 000000XX0 --- --------------- ================================================================================ "FOR THE MUSICLAND 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; NOT LATER THAN 10 DAYS AFTER MARCH 11, 1998, INFORMATION TO INCLUDE THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD TO MATURITY OF THE SECURITY WILL BE MADE AVAILABLE TO HOLDERS UPON REQUEST TO XXXXXXX XXXXX, CHIEF FINANCIAL OFFICER, COVAD COMMUNICATIONS GROUP, INC. promises to pay to ________________ or registered assigns., the principal sum of ___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 THE MUSICLAND GROUP, INC. By: ------------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within(000) 000-mentioned Indenture: Dated: ------------------------ BANK ONE, NA, as Trustee By: ---------------------------------- (Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 20080000.

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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of April 6, 1998 2001 THE MUSICLAND GROUP, FINOVA GROUP INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ :_________________________ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: CEO and Chairman THE BANK ONE, NAOF NEW YORK, as Trustee By: /s/ Xxxxxx X. Xxxxx ------------------------------ :_________________________ Name: Xxxxxx X. Xxxxx Title: Vice President 101 EXHIBIT A-1 (A [Face of Note] 7.5% Senior Subordinated Note) 9_% Senior Subordinated Notes Secured Note Maturing 2009 with Contingent Interest due 2008 2016 CUSIP No. $ CUSIP NO. 000000XX0 --- --------------- __________ No.___ $____________ THE MUSICLAND GROUP, FINOVA GROUP INC. promises to pay to ________________________ or its registered assigns, assigns the principal sum of _______________________ Dollars on March November 15, 20082009. Interest Payment Dates: March May 15 and September 15 Record November 15, commencing November 15, 2001. Reference Dates: March 1 and September 1 The fifth Business Day immediately preceding each Interest Payment Date. Additional provisions of this Note are set forth on the other side of this Note. Dated: ________ THE MUSICLAND GROUP, FINOVA GROUP INC. By: ------------------------------- :___________________________ Name: Title: TRUSTEE'S CERTIFICATION OF AUTHENTICATION: This is one of the Senior Subordinated Notes referred to in the within-within mentioned Indenture: Dated: ------------------------ THE BANK ONE, NAOF NEW YORK, as Trustee By: ---------------------------------- (:________________________________ Authorized Signatory [Back of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008]