Common use of Form and Dating Clause in Contracts

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:

Form and Dating. The Initial Notes Securities, and the notation relating to the Trustee’s 's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange NotesSecurities, and the notation relating to the Trustee’s 's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, forms of the Securities annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by Securities offered and sold in reliance on Rule 144A under the Initial Global Notes. The Global Notes Securities Act ("Rule 144A") shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of one or more permanent global notes in registered form, in substantially the form set forth in Exhibit A (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Securities offered and sold in reliance on Regulation S under the Securities Act shall be issued in the form of one or more permanent global notes in registered form in substantially the form set forth in Exhibit A with the legend set forth in Exhibit A-2 (the "Regulation S Global Note" and together with the 144A Global Note, the "Global Notes"). The Regulation S Global Note, which shall be deposited with the Book-Entry Trustee, as custodian for the Depositary, and registered in the name of the Depositary or a custodian therefor in accordance with the Deposit Agreementnominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, S.A. ("Cedel Bank"). The Book-Entry Depositary will issue one certificated depositary interest representing aggregate principal amount of the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:, as custodian for the Depositary, as hereinafter provided.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of -------------------- authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements which are appropriate and consistent with this Indenture required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), ----------------- registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Initial Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore -------- Global Notes"), registered in the name of the nominee of the Depositary, ------------ deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be issuable only in bearer the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore -------- Physical Notes"). -------------- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes -------------- and the Definitive Offshore Global Notes are sometimes referred to herein as the "Global ------ Notes." ----- The definitive Notes shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, with respect thereto shall be substantially in the form annexed hereto as Exhibit A, in the case of Exhibits A or the Restricted Global, Exhibit B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form case of Exhibits C or Dthe Regulation S Global and Exhibit C, as applicablein the case of a U.S. Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, B and C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Indenture. Each of the Company the Trustee and the Principal Paying AgentTrustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (the "Restricted Global") deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of a Restricted Global may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form, substantially in the form set forth in Exhibit B (the "Temporary Regulation S Global") deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following the later of the Separation Date and April 8, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit D hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit B (the "Permanent Regulation S Global" and, together with the Temporary Regulation S Global, the "Regulation S Global") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary or Trustee, as custodian for the Depository which shall reflect on its books and records the date and a custodian therefor decrease in accordance with the Deposit Agreementprincipal amount of the Temporary Regulation S Global in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The Bookaggregate principal amount at maturity of a Regulation S Global may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depository or its nominee, as herein provided. Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-Entry Depositary will issue one U.S. Persons) shall be issued in the form of permanent certificated depositary interest representing Notes in registered form in substantially the form set forth in Exhibit C (the "U.S. Certificated Notes"). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the Regulation S Global Note, and one shall be in the form of certificated depositary interest representing Notes in registered form substantially in the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing form set forth in Exhibit C (the Exchange Global Note, certificated "Regulation S Certificated Notes"). Notes issued pursuant to Section 2.07 hereof in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest exchange for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Restricted Global Notes represented by such certificated depositary interestsshall be in the form of the U.S. Certificated Note. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Regulation S Certificated Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer U.S. Certificated Notes are sometimes collectively referred to herein as the "Certificated Notes". The Restricted Global and Regulation S Global are sometimes collectively herein referred to as the "Global Notes". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of that ownership will these methods or may be effected only through, records maintained produced in any other manner permitted by the Clearing Agency (with respect to interests rules of participants) and the records of participants (with respect to interests of persons other than participants). As long as any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or any Guarantor is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee Company, each Guarantor and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of two permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (the "Restricted Globals"). The Restricted Global initially offered and sold in reliance on Rule 144A to holders electing settlement through DTC (the "DTC Rule 144A Global"), shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, at its New York office, as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Company and authenticated by the Trustee as provided herein. The Restricted Global initially offered and sold in reliance on Rule 144A to holders electing settlement through Euroclear or Clearstream (the "European 144A Global") shall be deposited on behalf of the holders of the Notes represented thereby with the Common Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Common Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided herein, for credit to the accounts of Euroclear and Clearstream (or such other accounts as they may direct). The DTC Rule 144A Global, the European Rule 144A Global and all other Notes evidencing the debt, or any portion of the debt, initially evidenced by such Rule 144A Global or European Rule 144A Global, shall collectively be referred to herein as the "U.S. Notes." The aggregate principal amount of the DTC Rule 144A Global may from time to time be increased or decreased by adjustments made on the records of the Registrar as hereinafter provided (or by the issue of a further DTC Rule 144A Global), in connection with a corresponding decrease or increase in the aggregate principal amount of the European Rule 144A Global or the Regulation S Global or in consequence of the issue of Certificated Notes or additional U.S. Notes, as hereinafter provided. The aggregate principal amount of the European Rule 144A Global may from time to time be increased or decreased by adjustments made on the records of the Registrar as hereinafter provided (or by the issue of a further European Rule 144A Global), in connection with a corresponding decrease or increase in the aggregate principal amount of any of the DTC Rule 144A Global or the Regulation S Global or in consequence of the issue of Certificated Notes or additional U.S. Notes as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a temporary global Note in registered form substantially in the form set forth in Exhibit A (the "Temporary Regulation S Global") registered in the name of a nominee of the Common Depositary for the accounts of Euroclear and Clearstream, deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following September 4, 2000, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global" and, together with the Temporary Regulation S Global, the "Regulation S Global") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Common Depositary or which shall reflect on its books and records the date and a custodian therefor decrease in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing principal amount of the Temporary Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case an amount equal to the Common Depositaryprincipal amount of the beneficial interest in the Temporary Regulation S Global transferred. The Book-Entry Depositary, acting as agent aggregate principal amount of a Regulation S Global may from time to time be increased or decreased by adjustments made in the records of the CompanyTrustee, shall maintain a book-entry system and shall record as custodian for the Common Depositary or its nominee, as the registered owner of a certificated depositary interest for each herein provided. The provisions of the Global Notes representing a 100% interest in each "Operating Procedures of the Global Notes. Upon acceptance by the Common Depositary Euroclear System" and "Terms and Conditions Governing Use of such certificated depositary interests, the Clearing Agency will record beneficial Euroclear" of Euroclear and "The General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to interests in the Global Notes represented that are held by such certificated depositary interestsAgent Members through Euroclear and Clearstream. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual bookNotes which are transferred to Institutional Accredited Investors which are not QIBs (excluding Non-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the TrusteeU.S. Persons) shall be responsible for:issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Certificated Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Regulation S Global shall be in the form of certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Regulation S Certificated Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in a Restricted Global shall be in the form of the U.S. Certificated Note. The Regulation S Certificated Notes and the U.S. Certificated Notes are sometimes collectively referred to herein as the "Certificated Notes." The DTC Rule 144A Global, the European Rule 144A Global and the Regulation S Global are sometimes collectively herein referred to as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and Notes, the notation thereon relating to the Guarantees, if any, and the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or Bhereto, as applicable. The Exchange Notesprovided, and the notation relating to the Trustee’s certificate of authentication thereof, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibits C or DExhibit B hereto. The Exchange Notes, as applicablethe notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the NotesNotes and the Guarantees, if any, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Subsidiary Guarantors, if any, and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by offered and sold in reliance on Rule 144A, Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Initial Global Notes. The Global Securities Act) and Notes offered and sold in reliance on Regulation S shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the "Global Notes shall be Note"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depository, duly executed by 39 -31- the Regulation S Global Note, Company (and one certificated depositary interest representing having an executed Guarantee endorsed thereon) and authenticated by the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting Trustee as agent of the Company, shall maintain a book-entry system hereinafter provided and shall record bear the Common Depositary as the registered owner of a certificated depositary interest for each legend set forth in Exhibit C. The aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to interests of persons Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than participantsas described in the preceding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Physical Notes"). As long as All Notes offered and sold in reliance on Regulation S shall remain in the Notes are in global form, form of a Global Note until the Principal Paying Agent (in lieu consummation of the Trustee) shall Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be responsible for:complied with by the Company and the Subsidiary Guarantors have been so complied with.

Form and Dating. The Initial Notes Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes Securities may have ---------- notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. --------- The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Securities and D the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes Securities offered and sold in reliance on Rule 144 and Securities offered and sold in reliance on Regulation S shall be issuable only issued initially in bearer the form and of one or more Global Securities, substantially in the Definitive Notes shall be issuable only form set forth in registered form. The Global Notes shall be Exhibit A, deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depository, duly --------- executed by the Regulation S Global Note, Company (and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for having an executed Guarantee from each of the Global Notes representing a 100% interest Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in each Exhibit B. The aggregate --------- principal amount of the Global Notes. Upon acceptance Securities may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in a Global Security pursuant to Section 2.16 may be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Exhibit A (with respect to interests of persons other than participantsthe "Physical Securities"). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:--------- -------------------

Form and Dating. The Initial Notes and the notation relating to Additional Notes and the Trustee’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, B, C Exhibit A and D Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented by in the Initial Global Notes. The form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A hereto (“Global Notes shall be Notes”), deposited with the Book-Entry Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent Global Notes (a “Regulation S Global Note”) deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depositary or a custodian therefor the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in accordance with Exhibit C. The provisions of the Deposit Agreement. The Book-Entry Depositary “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will issue one certificated depositary interest representing be applicable to transfers of beneficial interests in the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Note that are held by participants through Euroclear or Clearsteam. The aggregate principal amount of any Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests the Trustee, as custodian for the Depository, as hereinafter provided. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of persons these methods or may be produced in any other than participants). As long as manner permitted by the rules of any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu Officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the Notes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors and an executed Subordinated Guarantee from the Subordinated Guarantor endorsed thereon substantially in the forms of Exhibits E and F hereto, respectively. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, the Trustee Guarantors, the Subordinated Guarantor and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the “Global Notes shall be Note”), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for the Depository, duly executed by the Issuer (and having an executed Guarantee and Subordinated Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in accordance with the Deposit AgreementSection 2.15. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each Note may from time to time be increased or decreased by adjustments made on the records of the Global NotesTrustee, as custodian for the Depository, as hereinafter provided. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 or Notes originally purchased by or transferred to Institutional Accredit Investors who are not QIBs will be issued in the Global form of permanent certificated Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, in registered form in substantially the respective principal amounts of the individual book-entry interests form set forth in such Global Notes Exhibit A (the “Book-Entry InterestsPhysical Notes”) ). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the accounts applicable Registration Rights Agreement; provided, however, that all of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests time periods specified in the Global Notes will applicable Registration Rights Agreement to be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained complied with by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Issuer have been so complied with.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, and Guarantees of the notation relating to the Trustee’s certificate of authentication thereof, Subsidiary Guarantors shall be substantially in the form of Exhibits Exhibit C or Dhereto, as applicablethe terms of which are incorporated in and made part of this indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The Notes will be fully registered as to principal and interest in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes offered and sold may be issued initially in the form of one or more fully registered global Notes (each being called a "Global Note"), with, or on behalf of, The Depository Trust Company and registered in the name of Cede & Co., as nominee of the Depository (such nominee being referred to herein as the "Global Note Holder"), or will remain in the custody of the Registrar pursuant to the Fast Balance Certificate Agreement between the Depository and the Registrar and shall bear the legend set forth as Exhibit B. Except as set forth in Section 2.6, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicableCompany, the Company the Trustee Subsidiary Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and (as to the Trustee, to the extent such terms and provisions pertain to the Trustee) to be bound thereby. The Notes will initially issued in global form shall be substantially in the form of Exhibit A attached hereto (including the legend on Exhibit B). Notes issued in certificated form shall be substantially in the form of Exhibit A attached hereto (but without including the legend on Exhibit B). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and Trustee or the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with Note Custodian, at the Book-Entry Depositary or a custodian therefor direction of the Trustee, in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance instructions given by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented Holder thereof as required by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Section 2.6 hereof.

Form and Dating. The Initial 2010 Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, attached hereto as applicable. The Exchange Notes, Exhibit A-1 and the notation relating to 2008 Notes and the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C attached hereto as Exhibit A-2, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or the Guarantor are subject, or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C Exhibit A-1 and D Exhibit A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company Company, the Trustee Guarantor and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of one or more permanent global Notes, without interest coupons, in registered form (the “U.S. Global Notes”) registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Initial Global NotesCompany and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes issued pursuant to Sections 2.06 and 2.07 in exchange for interests in the U.S. Global Notes shall be issuable only in bearer the form of permanent certificated Notes, without interest coupons, in registered form (the “U.S. Physical Notes”). Notes offered and the Definitive Notes sold in offshore transactions in reliance on Regulation S shall be issuable only issued initially in the form of one or more permanent global Notes in registered form, without interest coupons (the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes issued pursuant to Sections 2.06 and 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes, without interest coupons, in registered form (the “Offshore Physical Notes”). Exchange Notes exchanged for interests in the U.S. Global Note and the Offshore Global Note will be issued in the form of a permanent global Note, without interest coupons, substantially in the form of Exhibit A-1 and Exhibit A-2, deposited with the Book-Entry Depositary or a custodian therefor Trustee as hereinafter provided, including the appropriate legend set forth in accordance with Section 2.02 (the Deposit Agreement“Exchange Global Note”). The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Exchange Global Note andmay be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. Exchange Notes exchanged for interests in a U.S. Physical Note will be issued in the form of permanent certificated Notes, without interest coupons, substantially in the form of Exhibit A-1 and when issuedExhibit A-2 hereto (the “U.S. Physical Exchange Note”). Exchange Notes exchanged for interests in an Offshore Physical Note will be issued in the form of permanent certificated Notes, one certificated depositary without interest representing coupons, substantially in the form of Exhibit A-1 and Exhibit A-2 hereto (the “Offshore Physical Exchange Note”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes, the Offshore Global Notes and the Exchange Global Note, certificated in each case Notes are sometimes referred to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary herein as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the “Global Notes. Upon acceptance .” The definitive Notes of shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes and Notes, the notation thereon relating to the Guarantees, if any, and the Trustee’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, and the notation thereon relating to the Guarantees, if any, and the Trustee’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the NotesNotes and the Guarantees, if any, annexed hereto as Exhibits A, BB and F, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors, if any, and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold (1) in reliance on Rule 144A or (2) in reliance on Regulation S shall, unless the applicable Holder requests Notes in the form of Certificated Notes in registered form (“Physical Notes”), which shall be in substantially the form set forth in Exhibit A, be issued initially be represented in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the “Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Initial Global Notes. The Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Exhibit C. One or more separate Global Notes shall be issuable only issued to represent Notes held by (1) Qualified Institutional Buyers (a “Rule 144A Global Note”), and (2) Persons acquiring Notes in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or reliance on Regulation S (a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the “Regulation S Global Note, and one certificated depositary interest representing ”). The Company shall cause the Rule 144A Global Note and, if Notes and when issued, one certificated depositary interest representing the Exchange Regulation S Global Note, certificated in each case Notes to the Common Depositaryhave separate CUSIP numbers. The Book-Entry Depositary, acting as agent aggregate principal amount of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the any Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests the Trustee, as custodian for the Depository, as hereinafter provided. All Notes offered and sold in reliance on Regulation S shall remain in the form of persons other than participants). As long as a Global Note until the Notes are in global form, the Principal Paying Agent (in lieu consummation of the Trustee) shall Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be responsible for:complied with by the Company and the Guarantors have been so complied with.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold to Accredited Investors or in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the "Global Notes shall be Note"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in accordance with the Deposit AgreementSection 2.15(a) and (b). The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for DTC, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (with respect to interests of persons other than participantsthe "Offshore Physical Notes"), duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15(a). As long Notes offered and sold to Accredited Investors or in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form, in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"), duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15(a). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:"Physical Notes."

Form and Dating. The Initial Notes Series A Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits Exhibit A or Bhereto, as applicable--------- which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes, Series B Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits C or DExhibit B hereto, as applicablewhich is hereby --------- incorporated in and expressly made a part of this Indenture. The Notes Securities may have notations, legends or endorsements (including notations relating to the Guaranties) required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement (including notations relating to the Guaranties) on them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms Securities initially offered and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented sold by the Initial Purchasers (i) to Qualified Institutional Buyers in reliance on Rule 144A, (ii) to Institutional Accredited Investors or (iii) in offshore transactions in reliance on Regulation S shall, unless the applicable Holder requests Securities in the form of Certificated Securities in registered form ("Physical Securities"), which shall ------------------- be in substantially the form set forth in Exhibit A, be issued initially in the --------- form of one or more permanent Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only Securities in registered form. The Global Notes shall be , substantially in the form set forth in Exhibit A hereto, deposited with the Book-Entry Depositary --------- Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit C hereto. One or more separate Global Securities shall be issued to --------- represent Securities held by (i) Qualified Institutional Buyers (a custodian therefor "QIB Global ---------- Security"), (ii) Institutional Accredited Investors (an "Accredited Investor -------- ------------------- Global Security") and (iii) Persons acquiring Securities in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the offshore ---------------- transactions in reliance on Regulation S (a "Regulation S Global NoteSecurity"). ---------------------------- The Company shall cause the QIB Global Securities, Accredited Investor Global Securities and one certificated depositary interest representing the Rule 144A Regulation S Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case Securities to the Common Depositaryhave separate CUSIP numbers. The Book-Entry Depositary, acting as agent aggregate principal amount of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the any Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Security may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:, as custodian for the Depository, as hereinafter provided.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits Exhibit A or Bhereto, as applicablewhich is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits C or DExhibit B hereto, as applicablewhich is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially offered and sold in reliance on Rule 144A shall be represented by issued in the Initial Global Notes. The form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (each a "U.S. Global Note") deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes in registered form, substantially in the form set forth in Exhibit A (each a "Temporary Offshore Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time after the 41st day following the original issuance of a Temporary Offshore Global Note (an "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit C hereto, one or more permanent Global Notes in registered form substantially in the form set forth in Exhibit A (each a "Permanent Offshore Global Note" and, together with the Temporary Offshore Global Note, the "Offshore Global Notes"), shall be deposited with the Book-Entry Depositary Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and the Trustee, as custodian for the depository or its nominee, shall reflect on its books and records the date and a custodian therefor decrease in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S principal amount of such Temporary Offshore Global Note transferred in exchange for such Permanent Offshore Global Note. Notes which are offered and sold to Accredited Investors which are not QIBs (excluding Non-U.S. Persons), and one certificated depositary interest representing Notes offered and sold in reliance on any other exemption from the Rule 144A Global Note andregistration requirements under the Securities Act, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting other than as agent of the Companydescribed above, shall maintain a book-entry system and shall record be issued in the Common Depositary as form of permanent certificated Notes in registered form, substantially in the registered owner of a certificated depositary interest for each of form set forth in Exhibit A (the Global Notes representing a 100% interest in each of the Global "U.S. Physical Notes. Upon acceptance "), duly executed by the Common Depositary of such certificated depositary interests, Company and authenticated by the Clearing Agency will record beneficial Trustee as hereinafter provided. Notes issued pursuant to Section 2.16(b) or 2.17(d) in exchange for interests in the Offshore Global Notes represented by such shall be in the form of permanent certificated depositary interestsNotes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes" and, together with the U.S. Physical Notes, the "Physical Notes"). The Clearing Agency will creditdefinitive Notes shall .be typed, on its internal systemprinted, the respective principal amounts lithographed or engraved or produced by any combination of the individual book-entry interests these methods or may be produced in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained any other manner permitted by the Clearing Agency (with respect to interests rules of participants) and the records of participants (with respect to interests of persons other than participants). As long as any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu Officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes of each series and the notation relating to the Trustee’s 's certificate of authentication thereof, for each series of Notes shall be substantially in the form of annexed hereto as Exhibits A A-1 and A-2 with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of one or more permanent global Notes for each series in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Initial Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes for each series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes for each series in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes for each series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes issued pursuant to Section 2.7 in exchange for interests in the Offshore Global Notes shall be issuable only in bearer the form of permanent certificated Notes for such series in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Definitive Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes for a series shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which such Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, with respect thereto shall be substantially in the form of Exhibits Exhibit A or BExhibit B hereto, as applicablethe case may be. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its issuance authentication, shall bear interest from the applicable date and shall show be payable on the date Interest Payment Dates and the Maturity Date. Each Security shall have an executed Guarantee from each of its authenticationthe Guarantors endorsed thereon substantially in the form of Exhibit M hereto. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will Securities offered and sold in their initial distribution in reliance on Regulation S may be initially issued in the form of temporary Global Securities in fully registered form without interest coupons, substantially in the form of Exhibit A, with such applicable legends as are provided for in Exhibit A or Exhibit C. Such temporary Global Securities may be represented by registered in the Initial Global Notes. The Global Notes shall be issuable only in bearer form name of the Depository or its nominee and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depository, duly executed by the Regulation S Global NoteCompany and authenticated by the Trustee as hereinafter provided (and the Guarantors shall execute the Guarantees thereon), and one certificated depositary interest representing for credit by the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case Depository to the Common Depositary. The Book-Entry Depositary, acting as agent respective accounts of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each beneficial owners of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of Securities represented thereby (or such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the other accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:they may

Form and Dating. The Initial Notes and Original Notes, the notation thereon relating to the Guarantee and the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or B, as applicablepermitted by this Indenture. The Exchange Notes, and the notation thereon relating to the Guarantee and the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or Dpermitted by this Indenture; provided, that Exchange Notes issued in the Exchange Offer shall not bear the legend set forth in Exhibit A hereto as applicableindicated by footnote 2; provided, further, that Exchange Notes issued in both the Exchange Offer and the Private Exchange Offer shall not refer to Liquidated Damages and shall not include paragraph 19 of Exhibit A hereto. The Notes may have notations, legends or endorsements required by this Indenture, law, stock exchange rule, depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any Any such notation, legend or endorsement on themshall be delivered in writing to the Trustee by the Company. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the NotesNotes and the Guarantee, annexed hereto as Exhibits AExhibit A hereto, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, to and the extent applicableCompany, the Company the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Original Notes initially will be issued in global form, substantially in the form of Exhibit A attached hereto (including the text set forth in footnote 1 thereto and the additional schedule referred to therein) and may be issued in definitive form, substantially in the form of Exhibit A hereto (not including the text set forth in footnote 1 thereto and the additional schedule referred to therein). The Original Notes initially will be represented by deposited with the Initial Global NotesTrustee, as Note Custodian. The Global Notes initially shall be issuable only registered in bearer form and the Definitive name of the Depository or the nominee of the Depository. A Global Note shall represent such of the outstanding Notes as shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system specified therein and shall record provide that it shall represent the Common Depositary as the registered owner aggregate amount of a certificated depositary interest for each of the Global outstanding Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) from time to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:time

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or Bhereto, as applicablethe terms of which are incorporated in and made a part of this Indenture. The Exchange Notes, and the notation on each Note relating to the Trustee’s certificate of authentication thereof, Subsidiary Guarantees shall be substantially in the form set forth on Exhibit C, which is part of Exhibits C or D, as applicablethis Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company and required by law, stock exchange rule rule, agreements to which the Company or each Restricted Subsidiary is subject, or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer denominations of $1,000 and integral multiples thereof. The Notes shall, in accordance with the following provisions, be issuable (i) in whole or in part in the form of the Global Note and, in such case, the Depositary for such Global Note shall be designated by the Company in an Officers' Certificate delivered to the Trustee on or prior to the Issuance Date and (ii) in definitive form in the form of one or more Definitive Notes. The Global Note shall represent the aggregate amount of outstanding Notes of all Holders other than, in the case of Notes that are Restricted Securities, Holders that are IAIs, from time to time endorsed thereon; provided, that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. In the case of Notes that are Restricted Securities, Definitive Notes shall be issuable only issued to all Holders that are IAIs in registered formthe aggregate amount of outstanding Notes held by such Holders. The Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be deposited with made by the Book-Entry Depositary or a custodian therefor Trustee, in accordance with instructions given by the Deposit AgreementHolder thereof as required by Section 2.06 hereof. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Every Global Note and, if authenticated and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain delivered hereunder will bear a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests legend substantially in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, form thereof set forth on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Exhibit A hereto.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, law or stock exchange rule or usage. The agreements to which the Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themis subject. Each Note shall be dated the date of its issuance authentication. The Notes shall be in minimum denominations of $1,000 Principal Amount and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, form of the Note annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Any Note in global form (a "Global Note") shall represent such of the outstanding Notes will initially as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges, redemptions, purchases or conversions of such Notes permitted by this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the Principal Amount of outstanding Notes represented thereby shall be made by the Initial Trustee. Payment of Principal Amount, Accreted Value, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Purchase Price or interest, if any, on any Global Note shall be made to the Holder of such Note. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notes. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes. The Initially, the Global Note or Notes will be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee, as custodian for Cede & Co. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Securities Act (or any successor provision) ("Rule 144A") and Notes offered and sold outside the United States to persons other than "U.S. persons", as defined in Regulation S under the Securities Act ("Non-U.S. Persons"), in reliance on Regulation S under the Securities Act shall be (i) issued initially only in the form of one or more permanent Global Notes in registered form without interest coupons, (ii) duly executed by the Company and authenticated by the Trustee as hereinafter provided, (iii) registered in the name of the Depositary or its nominee for credit to the respective accounts of Holders at the Depositary and (iv) deposited with the Trustee, as custodian for the Depositary. Global Notes shall be issuable only substantially in bearer the form and the Definitive Notes shall be issuable only set forth in registered formExhibit A attached hereto. The aggregate Principal Amount of the Global Notes shall may from time to time be deposited with increased or decreased by adjustments made on the Book-Entry records of the Trustee, as custodian for the Depositary or a custodian therefor its nominee, in accordance with the Deposit Agreementinstructions given by the Holder thereof, as hereinafter provided. Notes that are not Restricted Securities shall not bear the Restricted Note Legend. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Notedefinitive Notes shall be typed, and one certificated depositary interest representing the Rule 144A Global Note andprinted, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated lithographed or engraved or produced by any combination of these methods or may be produced in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes Second Priority Securities and the notation relating to the Trustee’s certificate of authentication authentication, in respect thereof, shall be substantially in the form of Exhibits A or B, as applicable. Exhibit A. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes Second Priority Securities may have notations, legends or endorsements required by law, stock exchange rule or usageusage or the terms hereof. The Company and the Trustee shall approve the form of the Notes Second Priority Securities and any notation, legend or endorsement on themthereon. Any such notations, legends or endorsements not contained in the form of the Second Priority Security attached as Exhibit A shall be delivered in writing to the Trustee. Each Note Second Priority Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D form of Second Priority Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee Company, and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially Each Global Security shall represent such of the outstanding Second Priority Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Second Priority Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Second Priority Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and issuances of Additional Second Priority Securities. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Second Priority Securities represented thereby shall be made by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and Trustee or the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with Second Priority Securities Custodian, at the Book-Entry Depositary or a custodian therefor direction of the Trustee, in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance instructions given by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented Second Priority Holder thereof as required by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Section 2.6 hereof.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and authentication. Each Note shall show have an executed Guarantee endorsed thereon substantially in the date form of its authenticationExhibit F hereto executed in the manner required by Section 12.03. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the "Global Notes shall be Note"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depository, duly executed by the Regulation S Global Note, Company (and one certificated depositary interest representing having an executed Guarantee endorsed thereon) and authenticated by the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting Trustee as agent of the Company, shall maintain a book-entry system hereinafter provided and shall record bear the Common Depositary as the registered owner of a certificated depositary interest for each legend set forth in Exhibit C. The aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (with respect to interests of persons other than participantsthe "Physical Notes"). As long as All Notes offered and sold in reliance on Regulation S shall remain in the Notes are in global form, form of a Global Note until the Principal Paying Agent (in lieu consummation of the Trustee) shall Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be responsible for:complied with by the Company and the Guarantor have been so complied with.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D any Subsidiary Guarantees entered into pursuant to Section 4.15 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee Issuer and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form. The , substantially in the form set forth in Exhibit A (the "144A Global Notes shall be Note"), deposited with the Book-Entry Depositary or Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a custodian therefor single permanent global Note in accordance registered form, substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited with the Deposit AgreementTrustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Book-Entry Depositary will issue one certificated depositary interest representing Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form set forth in Exhibit A (the "IAI Global Note," and, together with the 144A Global Note and the Regulation S Global Note, the "Initial Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one certificated depositary interest representing or more global Notes in registered form, substantially in the Rule 144A form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Note andNotes, if and when issued, one certificated depositary interest representing the Exchange "Global Note, certificated in each case to the Common DepositaryNotes"). The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall , as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be responsible for:issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the "Physical Notes").

Form and Dating. There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “8.000% Senior Notes Due 2016”. The Initial changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the notation relating Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements. The Stated Maturity of the Trustee’s certificate of authentication thereof, Notes shall be December 15, 2016. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office. The Notes shall bear interest at the rate of 8.000% per annum from and including the Closing Date, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be June 15 and December 15 of each year, beginning on June 15, 2010, and the record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding June 1 and December 1, respectively, whether or not a Business Day. The Notes will be issued in the form of one or more Global Securities substantially in the form of Exhibits Exhibit A hereto, duly executed by the Company and authenticated by the Trustee as provided in the Indenture and deposited with the Trustee as custodian for the Depositary or its nominee. Except as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests in a Global Security upon written request in accordance with the Applicable Procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (A) the Company advises the Trustee in writing that DTC is no longer willing or able to discharge its responsibilities properly or that DTC is no longer a registered clearing agency under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B, as applicable. The Exchange ) an Event of Default has occurred and is continuing and DTC has notified the Company and the Trustee of its desire to exchange the Global Securities for Definitive Notes, or (C) subject to DTC’s rules, the Company executes and the notation relating delivers to the Trustee and Registrar an Officers’ Certificate stating that the Company has elected to terminate the book-entry system through DTC with respect to such Global Securities. In the event of the occurrence of any of the events specified in this paragraph, the Company shall promptly make available to the Trustee an adequate supply of Definitive Notes in the form consistent with Exhibit A hereto. At such time as all beneficial interests in a particular Global Security have been exchanged for a Global Security or Definitive Notes or all Notes represented by a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security will be returned to or retained and canceled by the Trustee’s certificate of authentication thereof. At any time prior to such cancellation, shall be substantially if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of Exhibits C a beneficial interest in another Global Security or Dfor Definitive Notes, the principal amount of Notes represented by such Global Security will be reduced accordingly and an endorsement will be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security will be increased accordingly and an endorsement will be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. All Global Securities and Definitive Notes issued upon any registration of transfer or exchange of Global Securities or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as applicablethe Global Securities or Definitive Notes surrendered upon such registration of transfer or exchange. The Trustee will authenticate Global Securities and Definitive Notes, if any, in accordance with the provisions of Section 2.02 hereof. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall will be dated the date of its issuance authentication. The Notes shall be in denominations of $2,000 and shall show the date integral multiples of its authentication$1,000 in excess thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D shall Notes will constitute, and are hereby expressly made, a part of this Supplemental Indenture and, to and the extent applicableCompany, the Company the Trustee Subsidiary Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by However, to the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited extent any provision of any Note conflicts with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent express provisions of the CompanyIndenture, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each provisions of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will Indenture shall govern and be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:controlling.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, annexed hereto as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Initial Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global Notes. ." The Global definitive Notes shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes and the notation relating to Additional Notes and the Trustee’s 's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, Exhibit A and Exhibit B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A hereto ("Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Initial Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent Global Notes deposited with the Trustee, as custodian for the Depository, duly execrated by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Global Notes deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C or shall be issued in the form of certificated Notes in registered form set forth in Exhibit A hereto (the "Offshore Physical Notes"). The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in reliance on any exemption from registration under the Securities Act other than pursuant to Rule 144A or Rule 501(a)(1), (2), (3) or (7) or Regulation S shall be issued, and Notes offered and sold in reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) maybe issued, in the form of certificated Notes in registered form in substantially the form set forth in Exhibit A hereto (the "U.S. Physical Notes"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The definitive Notes shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes Series A Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits Exhibit A or Bannexed --------- hereto, as applicablewhich is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes, Series B Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits C or DExhibit B annexed --------- hereto, as applicablewhich is hereby incorporated in and expressly made a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law(including notations relating to any Guarantees, stock exchange rule or usage). The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement (including notations relating to any Guarantees) on them, and any such approval will be evidenced by the execution or authentication thereof. Each Note Security shall be dated the date of its issuance and shall show be authenticated by the date of its authenticationTrustee. The terms Securities offered and provisions contained sold in reliance on Rule 144A shall be issued initially in the Notes, annexed hereto as Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part form of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial one or more permanent Global Notes. The Securities ("Rule 144A --------- Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only Securities") in registered form. The Global Notes shall be , substantially in the form set forth in ----------------- Exhibit A, deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for the Depository, and --------- shall bear the legends set forth in accordance with the Deposit AgreementExhibits C-1 and C-2. The Book-Entry Depositary will issue aggregate ------------ --- principal amount of any Rule 144A Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one certificated depositary interest representing the or more permanent Global Securities ("Regulation S Global NoteSecurities") in registered form, ------------------------------ substantially in the form set forth in Exhibit A, deposited with the Trustee, as --------- custodian for the Depository, and one certificated depositary interest representing shall bear the Rule 144A Global Note and, if legends set forth in Exhibits -------- C-1 and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common DepositaryC-2. The Book-Entry Depositary, acting as agent aggregate principal amount of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the any Regulation S Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Security --- --- may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons the Trustee, as custodian for the Depository, as hereinafter provided. Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than participants). As long as described in the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) preceding two paragraphs shall be responsible for:issued in the form of certificated Securities ("Physical -------- Securities") in registered form in substantially the form set forth in Exhibit A ---------- --------- and shall bear the legend set forth in Exhibit C-1. -----------

Form and Dating. The Initial Notes and Notes, the notation thereon relating to the Guarantees and the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, and the notation thereon relating to the Guarantees and the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the Notes, Notes and the Guarantees annexed hereto as Exhibits A, B, C B and D F shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Subsidiary Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by offered and sold in reliance on Rule 144A, Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Initial Global Notes. The Global Securities Act) and Notes offered and sold in reliance on Regulation S shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the "Global Notes shall be Note"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depository, duly executed by the Regulation S Global Note, Company (and one certificated depositary interest representing having an executed Guarantee endorsed thereon) and authenticated by the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting Trustee as agent of the Company, shall maintain a book-entry system hereinafter provided and shall record bear the Common Depositary as the registered owner of a certificated depositary interest for each legend set forth in Exhibit C. The aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to interests of persons Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than participantsas described in the preceding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Physical Notes"). As long as All Notes offered and sold in reliance on Regulation S shall remain in the Notes are in global form, form of a Global Note until the Principal Paying Agent (in lieu consummation of the Trustee) shall Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be responsible for:complied with by the Company and the Subsidiary Guarantors have been so complied with.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits A annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (collectively, the “144A Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.02, as applicable. The Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form, substantially in the form set forth in Exhibit A (collectively, the “Temporary Regulation S Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.02, as applicable. Reasonably promptly following the date that is 40 days after the later of the commencement of the offering of the Notes in reliance on Regulation S and the Closing Date, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the Holder of the beneficial interest in the Temporary Regulation S Global Note is a Non-U.S. Person, substantially in the form of Exhibit B, one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (collectively, the “Permanent Regulation S Global Note,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”), duly executed by the Company and authenticated by the Trustee as hereinafter provided, and bearing the legends set forth in Section 2.02, as applicable, shall be deposited with the Book-Entry Depositary Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global Note transferred. Notes subsequently resold in the secondary market to Institutional Accredited Investors shall be issued initially in the form of one or a custodian therefor more permanent global Notes in accordance registered form, substantially in the form set forth in Exhibit A (collectively, the “IAI Global Note,” and together with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing 144A Global Note and the Regulation S Global Note, the “Global Notes”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and one certificated depositary interest representing authenticated by the Rule 144A Global Note andTrustee as hereinafter provided, if and when issuedshall bear the legends set forth in Section 2.02, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositaryas applicable. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each may from time to time be increased or decreased by adjustments made on the records of the Global NotesTrustee, as custodian for the Depositary, as hereinafter provided. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued in exchange for interests in a Global Note pursuant to Section 2.08 may be issued in the Global form of permanent certificated Notes represented by such certificated depositary interests. The Clearing Agency will creditin registered form in substantially the form set forth in Exhibit A, on its internal systemand bearing the legends set forth in Section 2.02, the respective principal amounts of the individual book-entry interests in such Global Notes as applicable, (the “Book-Entry InterestsPhysical Notes”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests ), only in the Global limited circumstances described in Section 2.07. The definitive Notes will shall be limited to participants typed, printed, lithographed or persons who hold interests through participants engraved or produced by any combination of these methods or may be produced in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained any other manner permitted by the Clearing Agency (with respect to interests rules of participants) and the records of participants (with respect to interests of persons other than participants). As long as any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu Officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Provisions relating to the Existing Securities (consisting of the Consenting Securities and the Non-Consenting Securities), the Additional Securities, the Private Exchange Notes and the notation relating to Exchange Notes are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The (a) Consenting Securities and the Trustee’s 's certificate of authentication, (b) Private Exchange Notes and the Trustee's certificate of authentication thereofand (c) Additional Securities (if issued as Transfer Restricted Securities), if any, and the Trustee's certificate of authentication shall each be substantially in the form of Exhibits A or BExhibit A-1 hereto, as applicablewhich is hereby incorporated in and expressly made a part of this Indenture. The Exchange NotesNotes and the Additional Securities issued other than as Transfer Restricted Securities, if any, and the notation relating to the Trustee’s 's certificate of authentication thereof, and the Non-Consenting Notes and the Trustee's certificate of authentication shall each be substantially in the form of Exhibits C Exhibit B-1 or DB-2, hereto, as applicable, both of which are hereby incorporated in and expressly made a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company or usage. The Company and the Trustee shall approve the form of the Notes and any Note Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company). Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes Securities shall be issuable only in registered form. The Global form without interest coupons and only in denominations of $1,000 principal amount and integral multiples thereof; provided that (x) the aggregate principal amount of the Consenting Securities shall equal the aggregate Accreted Value as of the Closing Date of the Existing Securities with respect to which consents to the Amendments were given and accepted by the Company, which is $250,607,280 and (y) the aggregate principal amount of the Exchange Notes and Private Exchange Notes issued in exchange for any Consenting Securities shall equal the aggregate principal amount of such Consenting Securities; provided further that Additional Securities issued as payment of interest, including Additional Interest, if any, on the Consenting Securities, the Exchange Notes and the Private Exchange Notes shall be deposited with issued in denominations of $0.01 and integral multiples of $0.01. Except as otherwise specified herein, the Book-Entry Depositary or a custodian therefor in accordance with Initial Securities, the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, Private Exchange Notes and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case Notes shall vote and consent together on all matters (as to the Common Depositary. The Book-Entry Depositary, acting as agent which any of the Company, shall maintain a book-entry system Securities may vote or consent) as one class and shall record the Common Depositary be treated as the registered owner a single class of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Securities issued under this Indenture.

Form and Dating. The Initial Series A Notes and the Series B Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or BA-1 and A-2, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablerespectively. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Subsidiary Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented by in the Initial Global Notes. The form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A-1 ("Global Notes shall be Notes"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global NoteDepository, and one certificated depositary interest representing shall bear the Rule 144A legend set forth on Exhibit B. The aggregate principal amount of any Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Global Notes deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B or shall be issued in the form of certificated Notes in registered form set forth in Exhibit A-1 (with respect to interests of persons the "Offshore Physical Notes"). Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than participantsas described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of certificated Notes in registered form in substantially the form set forth in Exhibit A-1(the "U.S. Physical Notes"). As long The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:"Physical Notes."

Form and Dating. The Initial Subject to Section 2.15, the Notes and the notation relating to the Trustee’s 's certificate of authentication authentication, in respect thereof, shall be substantially in the form of Exhibits A or BExhibit A, as applicable. The Exchange Notes, the terms of which are incorporated in and the notation relating to the Trustee’s certificate made a part of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablethis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Any such notations, legends or endorsements not contained in the forms of Note attached as Exhibit A hereto shall be delivered in writing to the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D forms of Note shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the event of any inconsistency between the Notes and this Indenture, this Indenture controls. The Notes will initially be represented by issued (i) in global form (the Initial "Global Note"), substantially in the form of Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto) and (ii) in definitive form (the "Definitive Notes"), substantially in the form of Exhibit A attached hereto (excluding the text referred to in footnotes 1 and 2 thereto). The Global Note shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon; provided, that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be issuable only in bearer form and made by the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor Trustee, in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance instructions given by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented Holder thereof as required by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Section 2.6 hereof.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to Exchange Notes and the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B. The Additional Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A prior to the issuance of the Exchange Notes and shall be substantially in the form of Exhibit B following the issuance of the Exchange Notes. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. At the time of issuance, each Security shall have an executed Guarantee from each of the then existing Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the NotesSecurities, annexed hereto as Exhibits A, A and B, C and D the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by Securities issued in the Initial Global Notes. The Global Notes Offering shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of one or more permanent Global Securities in registered form. The Global Notes shall be , substantially in the form set forth in Exhibit A, deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in accordance with the Deposit AgreementSection 2.14. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each Securities may from time to time be increased or decreased by adjustments made on the records of the Global NotesTrustee, as custodian for the Depository, as hereinafter provided. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Securities issued in exchange for interests in the Global Notes represented by such Securities pursuant to Section 2.15 may be issued in the form of permanent certificated depositary interestsSecurities in registered form (the "Physical Securities") and shall bear the first legend set forth in Section 2.14. The Clearing Agency will credit, All Securities offered and sold in reliance on its internal system, Regulation S shall remain in the respective principal amounts form of a Global Security until the consummation of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) Exchange Offer pursuant to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Registration Rights Agreement.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, annexed hereto as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture andIndenture. Each of the Company, to the extent applicable, the Company the Trustee and the Principal Paying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes will initially offered and sold in reliance on Rule 144A shall be represented issued in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Notes”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Initial Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more global Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation S) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes or the Offshore Global Notes shall be issuable only in bearer the form of U.S. Physical Notes or in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes and the Definitive Offshore Global Notes are sometimes referred to as the “Global Notes.” The definitive Notes shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthereon. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E hereto. The terms and provisions contained in the Notes, Notes annexed hereto as Exhibits Exhibit A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Regulation S of the Securities Act shall be issued initially be represented by in the Initial form of one or more Global Notes. The Global Notes shall be issuable only , substantially in bearer the form and the Definitive Notes shall be issuable only set forth in registered form. The Global Notes shall be Exhibit A, deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depository, duly executed by the Regulation S Global Note, Company (and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in having an executed Guarantee from each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall record bear the Common Depositary as the registered owner of a certificated depositary interest for each legend set forth in Exhibit B. The aggregate principal amount of the Global Notes representing a 100% interest in each may from time to time be increased or decreased by adjustments made on the records of the Global NotesTrustee, as custodian for the Depository, as hereinafter provided. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the Global form of permanent certificated Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, in registered form in substantially the respective principal amounts of the individual book-entry interests form set forth in such Global Notes Exhibit A (the “Book-Entry InterestsPhysical Notes”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to --------- the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, --------- legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthereon. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit F hereto. --------- The terms and provisions contained in the Notes, Notes annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of ---------------- this Indenture and, to the extent applicable, the Company Company, the Trustee Subsidiary Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A, Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Notes offered and sold in reliance on Regulation S shall be issued initially be represented by in the Initial form of one or more Global Notes. The Global Notes shall be issuable only , substantially in bearer the form and the Definitive Notes shall be issuable only set forth in registered form. The Global Notes shall be Exhibit A, deposited with the Book-Entry Depositary or a Trustee, as --------- custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depository, duly executed by the Regulation S Global Note, Company (and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in having an executed Guarantee from each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall record bear the Common Depositary as the registered owner of a certificated depositary interest for each legend set forth in Exhibit C. The --------- aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (with respect to interests of persons other than participantsthe "Physical --------- -------- Notes"). As long as ----- All Notes offered and sold in reliance on Regulation S shall remain in the Notes are in global form, form of a Global Note until the Principal Paying Agent (in lieu consummation of the Trustee) shall Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of -------- ------- the time periods specified in the Registration Rights Agreement to be responsible for:complied with by the Company and the Subsidiary Guarantors have been so complied with.

Form and Dating. The Initial Notes and the notation relating Additional Notes issued pursuant to a Primary Registered Offering and the Trustee’s certificate of authentication thereof, related thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Additional Notes that are Restricted Securities and the notation relating to the Trustee’s certificate of authentication thereof, related thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of $6.14 and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, the forms of which are annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Subsidiary Guarantors, the Collateral Agent and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance of Rule 144A shall be issued initially be represented by in the Initial Global Notes. The form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit B hereto (“Global Notes shall be Notes”), deposited with the Book-Entry Depositary Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit C hereto. The aggregate principal amount of any Global Note may from time to time be increased or a decreased by adjustments made on the records of the Trustee, as custodian therefor for the Depository, as hereinafter provided. Notes offered and sold in accordance offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Global Notes deposited with the Deposit AgreementTrustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit C hereto or shall be issued in the form of certificated Notes in registered form set forth in Exhibit B hereto (the “Offshore Physical Notes”). Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of certificated Notes in registered form in substantially the form set forth in Exhibit B hereto (the “U.S. Physical Notes”). The Book-Entry Depositary Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” Except as provided in Section 2.06 and 2.14, owners of beneficial interests in Global Notes will issue one not be entitled to receive physical delivery of certificated depositary interest representing Notes. Members of, or participants in, the Regulation S Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and one certificated depositary interest representing the Rule 144A Global Note andDepository may be treated by the Company, if the Trustee and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as any agent of the Company, shall maintain a book-entry system and shall record Company or the Common Depositary Trustee as the registered absolute owner of a certificated depositary interest for each of the Global Notes representing Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a 100% holder of beneficial interest in each of the any Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Note.

Form and Dating. The Initial Series A Notes and the notation relating to the Trustee’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Series B Notes and the notation relating to the Trustee’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage in addition to those set forth in Exhibit A or Exhibit B hereto, as the case may be. The Company and notation on each Note relating to the Trustee Guarantees shall approve be substantially in the form of the Notes and any notation, legend or endorsement set forth on themExhibit C hereto. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of $1,000 and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentIssuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the “Rule 144A Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form set forth in Exhibit A (the “Temporary Regulation S Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). At any time following 40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Issuers of a duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the “Permanent Regulation S Global Note,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) duly executed by the Issuers and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary or Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a custodian therefor decrease in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing principal amount of the Regulation S Global NoteNote in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in Rule 501(a)(1), and one certificated depositary interest representing (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) shall be issued in the form of permanent U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Certificated Notes”). Notes issued pursuant to Section 2.6 in exchange for interests in the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing or the Exchange Regulation S Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, Note shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests be in the Global form of permanent Certificated Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, in registered form substantially in the respective principal amounts of the individual book-entry interests form set forth in such Global Notes Exhibit A (the “Book-Entry InterestsOffshore Certificated Notes”) ). The Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the “Certificated Notes.” The Rule 144A Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, Note and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect Regulation S Global Note are sometimes referred to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long herein as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:“Global Notes.”

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The 32 26 Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (collectively, the "U.S. Global Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following the later of the Separation Date and April 15, 1997 (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global NoteDepositary, and one certificated depositary interest representing the Rule 144A Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated Notes in each case an amount equal to the Common Depositary. The Book-Entry Depositary, acting as agent principal amount of the Company, shall maintain a book-entry system and shall record beneficial interest in the Common Depositary as the registered owner of a certificated depositary interest for each of the Temporary Offshore Global Notes representing a 100% interest transferred. Notes offered and sold in each reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the Global form set forth in Exhibit A (the "U.S. Physical Notes"). Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes". The U.S. Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, and the respective principal amounts of the individual book-entry interests in such Offshore Global Notes (the “Book-Entry Interests”) are sometimes referred to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long herein as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:"Global Notes".

Form and Dating. The Initial Notes Series A Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits Exhibit A or Bhereto, as applicable--------- which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes, Series B Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits C or DExhibit B hereto, as applicablewhich is hereby --------- incorporated in and expressly made a part of this Indenture. The Notes Securities may have notations, legends or endorsements (including notations relating to the Guaranties) required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement (including notations relating to the Guaranties) on them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms Securities initially offered and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented sold by the Initial Purchasers (i) to Qualified Institutional Buyers in reliance on Rule 144A, (ii) to Institutional Accredited Investors or (iii) in offshore transactions in reliance on Regulation S shall, unless the applicable Holder requests Securities in the form of Certificated Securities in registered form ("Physical Securities"), which shall ------------------- be in substantially the form set forth in Exhibit A, be issued initially in the --------- form of one or more permanent Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only Securities in registered form. The Global Notes shall be , substantially in the form set forth in Exhibit A hereto, deposited with the Book-Entry Depositary --------- Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit C hereto. One or more separate Global Securities shall be issued to --------- represent Securities held by (i) Qualified Institutional Buyers (a custodian therefor "QIB Global ---------- Security"), (ii) Institutional Accredited Investors (an "Accredited Investor -------- -------------------- Global Security") and (iii) Persons acquiring Securities in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the offshore ----------------- transactions in reliance on Regulation S (a "Regulation S Global NoteSecurity"). ---------------------------- The Company shall cause the QIB Global Securities, Accredited Investor Global Securities and one certificated depositary interest representing the Rule 144A Regulation S Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case Securities to the Common Depositaryhave separate CUSIP numbers. The Book-Entry Depositary, acting as agent aggregate principal amount of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the any Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Security may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:, as custodian for the Depository, as hereinafter provided.

Form and Dating. The Initial Notes Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits EXHIBIT A or Bhereto, as applicablewhich is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes, Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits C or DEXHIBIT B hereto, as applicablewhich is hereby incorporated in and expressly made a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement (including the Guarantee) on them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms Securities offered and provisions contained sold in reliance on Rule 144A shall be issued initially in the Notesform of one or more Global Securities and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Securities, annexed hereto substantially in the form set forth in EXHIBIT A hereto, deposited with the Trustee, as Exhibits Acustodian for the Depository, Bduly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in EXHIBIT C hereto. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, C as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in a Global Security pursuant to Section 2.16 may be issued in the form of Physical Securities in substantially the form set forth in EXHIBIT A. The Restricted Period for the Regulation S Temporary Global Security shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and D shall constitute, and are hereby expressly made, a part Cedel Bank certifying that they have received certification of this Indenture and, non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Security (except to the extent applicable, of any beneficial owners thereof who acquired an interest therein during the Company Restricted Period pursuant to another exemption from registration under the Trustee Securities Act and the Principal Paying Agent, by their execution and who will take delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only a beneficial ownership interest in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Security or an IAI Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participantsSecurity) and the records (ii) receipt of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:an Opinion of

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the "Global Notes shall be Note"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit AgreementDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (with respect to interests of persons the "Offshore Physical Notes"). Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than participantsas described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form, in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). As long The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." Physical Notes are shall initially be registered in global form, the Principal Paying Agent (in lieu name of the Trustee) shall Depository or the nominee of such Depository and be responsible for:delivered to the Trustee as custodian for such Depository. Beneficial owners of Physical Notes, however, may request registration of such Physical Notes in their names or the names of their nominees.

Form and Dating. The Initial Units, the Notes and forming the Initial Units, the notation thereon relating to the Guarantees, if any, and the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange NotesUnits, the Exchange Notes forming the Exchange Units, the notation thereon relating to the Guarantees, if any, and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Units and Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Unit and Note shall be dated the date of its issuance and shall show the date of its authentication. Each U.S. Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit E hereto from each Domestic Guarantor. Each Dutch Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit E hereto from each Domestic Guarantor, Exhibit F hereto from each Foreign Guarantor, and Exhibit G hereto from the Company. The Notes of each Issuer will not trade separately unless a Separation Event has occurred. The terms and provisions contained in the NotesNotes and the Guarantees, if any, annexed hereto as Exhibits A, B, C E, F and D G, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuers, the Trustee Guarantors, if any, and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes Units offered and sold (i) in reliance on Rule 144A, (ii) to Institutional Accredited Investors or (iii) in reliance on Regulation S, shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of one or more permanent global Units in registered form. The , substantially in the form set forth in Exhibit A (the "Global Notes shall be Units"), each Global Unit consisting of a global U.S. Note ("Global U.S. Note") and global Dutch Note ("Global Dutch Note" and together with the Global U.S. Notes, the "Global Notes"), deposited with the Book-Entry Depositary Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Exhibit A. One or more separate Global Units shall be issued to represent Units held by (i) Qualified Institutional Buyers (a custodian therefor "QIB Global Unit"), consisting of the underlying U.S. Notes and Dutch Notes (the "QIB Global Notes"), (ii) Institutional Accredited Investors (an "IAI Global Unit"), consisting of the underlying U.S. Notes and Dutch Notes (the "IAI Global Notes"), and (iii) Persons acquiring Units in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the reliance on Regulation S (a "Regulation S Global NoteUnit"), and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent consisting of the Company, shall maintain a book-entry system underlying U.S. Notes and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Dutch Notes (the “Book-Entry Interests”) to the accounts "Regulation S Global Notes"). The aggregate principal amount of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the any Global Unit or Global Notes will may from time to time be limited to participants increased or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained decreased by the Clearing Agency (with respect to interests of participants) and adjustments made on the records of participants (with respect to interests the Trustee, as custodian for the Depository, as hereinafter provided. All Units and Notes offered and sold in reliance on Regulation S shall remain in the form of persons other than participants). As long as Global Units and Global Notes until the Notes are in global form, the Principal Paying Agent (in lieu consummation of the Trustee) shall Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be responsible for:complied with by the Issuers and the Guarantors have been so complied with.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, annexed hereto as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Initial Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the -21- 25 form set forth in Exhibit A (the "Offshore Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global Notes. ." The Global definitive Notes shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, with respect thereto shall be substantially in the form annexed hereto as Exhibit A, in the case of Exhibits A or the Restricted Global, Exhibit B, as applicable. The Exchange Notesin the case of the Regulation S Global, and the notation relating to the Trustee’s certificate of authentication thereofExhibit C, shall be substantially in the form case of Exhibits C or D, as applicablea U.S. Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, B and C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Indenture. Each of the Company the Trustee and the Principal Paying AgentTrustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (the "RESTRICTED GLOBAL"), registered in the name of a nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Restricted Global may from time to time be increased or decreased by adjustments made on the records of the Registrar as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit B (the "TEMPORARY REGULATION S GLOBAL") registered in the name of a nominee of the Depository for the accounts of Euroclear and Cedelbank, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following July 28, 1999, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit D hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit B (the "PERMANENT REGULATION S GLOBAL" and, together with the Temporary Regulation S Global, the "REGULATION S GLOBAL") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary or Trustee, as custodian for the Depository which shall reflect on its books and records the date and a custodian therefor decrease in accordance with the Deposit Agreementprincipal amount of the Temporary Regulation S Global in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The Bookaggregate principal amount of a Regulation S Global may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depository or its nominee, as herein provided. Notes which are transferred to Institutional Accredited Investors which are not QIBs (excluding Non-Entry Depositary will issue one U.S. Persons) shall be issued in the form of permanent certificated depositary interest representing Notes in registered form in substantially the form set forth in Exhibit C (the "U.S. CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Regulation S Global Note, and one shall be in the form of certificated depositary interest representing Notes in registered form substantially in the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing form set forth in Exhibit C (the Exchange Global Note, certificated "REGULATION S CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest exchange for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Restricted Global Notes represented by such certificated depositary interestsshall be in the form of the U.S. Certificated Note. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Regulation S Certificated Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer U.S. Certificated Notes are sometimes collectively referred to herein as the "CERTIFICATED NOTES." The Restricted Global and Regulation S Global are sometimes collectively herein referred to as the "GLOBAL NOTES." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of that ownership will these methods or may be effected only through, records maintained produced in any other manner permitted by the Clearing Agency (with respect to interests rules of participants) and the records of participants (with respect to interests of persons other than participants). As long as any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes and Notes, the notation thereon relating to the Guarantees, if any, and the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicableEXHIBIT A(1) hereto. The Exchange Notes, and the notation thereon relating to the Guarantees, if any, and the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits C or DEXHIBIT A(2) hereto. The Private Exchange Notes, as applicablethe notation relating thereon to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT A(1) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authenticationissuance. The terms and provisions contained in the NotesNotes and the Guarantees, if any, annexed hereto as Exhibits AA(1) and A(2), B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors, if any, and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The Global Notes shall be , substantially in the form set forth in Exhibit A(1) (the "GLOBAL NOTE"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for the Depository, and shall bear the legend set forth in accordance with EXHIBIT B, duly executed by the Deposit AgreementCompany and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A(1) (with respect to interests of persons the "OFFSHORE PHYSICAL NOTES"). Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than participantsas described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form, in substan- tially the form set forth in Exhibit A(1) (the "U.S. PHYSICAL NOTES"). As long The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:"PHYSICAL NOTES."

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (collectively, the "U.S. Global Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. On or after the later of (i) May 24, 1998 and (ii) the Separation Date (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, Registrar shall reflect on its books and records maintained by the Clearing Agency (with respect to interests of participants) date and a decrease in the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:principal amount of

Form and Dating. The Restricted Securities (including the Initial Notes Notes) and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits A or B, as applicableExhibit A-1 (in the case of Fixed Rate Notes) and Exhibit A-2 (in the case of Floating Rate Notes). The Unrestricted Notes (including Exchange Notes, Notes issued pursuant to the registered exchange offer in accordance with the Registration Rights Agreement and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit A-3 (in the case of Fixed Rate Notes) and Exhibit A-4 (in the case of Floating Rate Notes). The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Notes that are Restricted Securities (including the Initial Notes) shall bear the Private Placement Legend. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthereon. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E hereto. The terms and provisions contained in the Notes, Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:.

Form and Dating. The Initial Notes Preferred Securities and the notation relating to the Property Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, Exhibit A-1 and the notation relating to the Trustee’s certificate of authentication thereof, Common Securities shall be substantially in the form of Exhibits C Exhibit A-2, each of which is hereby incorporated in and expressly made a part of this Agreement. The Securities may be in definitive or Dglobal form and may be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to an Administrative Trustee, as applicableevidenced by the execution thereof. The Notes Securities may have notationsletters, CUSIP or other numbers, notations or other marks of identification or designation and such legends or endorsements required by law, stock exchange rule or usage. The Company and quotation system rule, agreements to which the Trustee shall approve the form of the Notes and Trust is subject, if any, or usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Trust). An Administrative Trustee, at the direction of the Sponsor, shall furnish any such legend not contained in Exhibits A-1 or A-2 to the Property Trustee in writing. Each Note Preferred Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained of the Securities set forth in Annex I and the Notes, annexed hereto as forms of Securities set forth in Exhibits A, B, C A-1 and D shall constitute, and A-2 are hereby expressly made, a part of the terms of this Indenture and, Agreement and to the extent applicable, the Company the Property Trustee and the Principal Paying AgentSponsor, by their execution and delivery of this IndentureAgreement, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially following four paragraphs shall apply only to any Global Preferred Securities. The Preferred Securities shall be issued in the form of one or more permanent global Securities in definitive, fully registered form without Distribution coupons with the appropriate global legends set forth in Exhibit A-1 hereto (a "Global Preferred Security"), which shall be deposited on behalf of the purchasers of the Preferred Securities represented thereby with the Property Trustee, as custodian for the Clearing Agency, and registered in the name of the Clearing Agency or a nominee of the Clearing Agency, duly executed by an Administrative Trustee on behalf of the Trust and authenticated by the Property Trustee as hereinafter provided. The number of Preferred Securities represented by the Initial Global NotesPreferred Security may from time to time be increased or decreased by adjustments made on the records of the Property Trustee and the Clearing Agency or its nominee as hereinafter provided. The Holder of a Global Notes Preferred Security may grant proxies and otherwise authorize any Person, including Participants (as defined below) and Persons that may hold interests through Participants, to take any action which such Holder is entitled to take under this Agreement or the Securities. An Administrative Trustee shall be issuable only in bearer form execute and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor Property Trustee shall, in accordance with this Section 7.3, authenticate and make available for delivery initially one or more Global Preferred Securities that (i) shall be registered in the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, name of Cede & Co. or other nominee of such Clearing Agency and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, (ii) shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance be delivered by the Common Depositary of Property Trustee to such certificated depositary interestsClearing Agency or pursuant to such Clearing Agency's written instructions or held by the Property Trustee as custodian for the Clearing Agency. Members of, or participants in, the Clearing Agency will record beneficial interests in the ("Participants") shall have no rights under this Agreement with respect to any Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, Preferred Security held on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained their behalf by the Clearing Agency (with respect to interests or by the Property Trustee as the custodian of participants) the Clearing Agency or under such Global Preferred Security, and the records Clearing Agency may be treated by the Trust, the Property Trustee and any agent of participants (with respect to interests of persons other than participants). As long the Trust or the Property Trustee as the Notes are in global formabsolute owner of such Global Preferred Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trust, the Principal Paying Agent (in lieu Property Trustee or any agent of the Trustee) shall Trust or the Property Trustee from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or impair, as between the Clearing Agency and its Participants, the operation of customary practices of such Clearing Agency governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Security. Except as provided in Section 9.2, owners of beneficial interests in a Global Preferred Security will not be responsible for:entitled to receive physical delivery of Preferred Securities in definitive form ("Definitive Preferred Securities").

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or the Guarantors are subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee Company, each Guarantor and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented by in the Initial Global Notes. The form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after July 17, 2001, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Trustee, as custodian for the Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Noteits nominee, and one certificated depositary interest representing the Rule 144A Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated Notes in each case an amount equal to the Common Depositary. The Book-Entry Depositary, acting as agent principal amount of the Company, shall maintain a book-entry system and shall record beneficial interest in the Common Depositary as the registered owner of a certificated depositary interest for each of the Temporary Offshore Global Notes representing a 100% interest transferred. Notes transferred to Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture shall be issued in each the form of permanent certificated Notes in registered form in substantially the Global form set forth in Exhibit A (the "U.S. Physical Notes"). Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes represented by such shall be in the form of permanent certificated depositary interests. The Clearing Agency will credit, on its internal system, Notes in registered form substantially in the respective principal amounts of the individual book-entry interests form set forth in such Global Notes Exhibit A (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants"Offshore Physical Notes"). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themusage in addition to those set forth in Exhibit A hereto. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of $1,000 and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the "RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form substantially in the form set forth in Exhibit A (the "TEMPORARY REGULATION S GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following 40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit B(1) hereto, a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the "PERMANENT REGULATION S GLOBAL NOTE," and together with the Temporary Regulation S Global Note, the "REGULATION S GLOBAL NOTE") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary or Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a custodian therefor decrease in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing principal amount of the Temporary Regulation S Global NoteNote in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in Rule 501(a)(1), and one certificated depositary interest representing (2), (3) or (7) under the Securities Act) ("INSTITUTIONAL ACCREDITED INVESTORS") 24 shall be issued in the form of permanent U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the "US. CERTIFICATED NOTES"). Securities issued pursuant to Section 2.1 in exchange for interests in the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing or the Exchange Regulation S Global Note, certificated Note shall be in each case to the Common Depositaryform of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "OFFSHORE CERTIFICATED NOTES"). The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system Offshore Certificated Notes and shall record the Common Depositary U.S. Certificated Notes are sometimes collectively herein referred to as the registered owner of a certificated depositary interest for each of the "CERTIFICATED NOTES." The Rule 144A Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, Note and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect Regulation S Global Note are sometimes referred to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long herein as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:"GLOBAL NOTE."

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form. The , substantially in the form set forth in Exhibit A (the “144A Global Notes shall be Note”), deposited with the Book-Entry Depositary or Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a custodian therefor single global Note in accordance registered form, substantially in the form of Exhibit A (the “Regulation S Global Note”), deposited with the Deposit AgreementTrustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Book-Entry Depositary will issue one certificated depositary interest representing Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Note,” and, together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one certificated depositary interest representing or more global Notes in registered form, substantially in the Rule 144A form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Note andNotes, if and when issued, one certificated depositary interest representing the Exchange “Global Note, certificated in each case to the Common DepositaryNotes”) or as Physical Notes. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each may from time to time be increased or decreased by adjustments made on the records of the Global NotesTrustee, as custodian for the Depository, as hereinafter provided. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the Global form of permanent certificated Notes represented by such certificated depositary interests. The Clearing Agency will creditin registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, on its internal systemif any, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry InterestsPhysical Notes”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:.

Form and Dating. The Initial Notes and Notes, the notation thereon relating to the Guarantees and the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicableExhibit A(1) hereto. The Exchange Notes, the notation thereon relating to ------------ the Guarantees and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit A(2) hereto. The Notes may have notations, ------------ legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authenticationissuance. The terms and provisions contained in the Notes, Notes and the Guarantees annexed hereto as Exhibits AA(l) and A(2), B, C and D shall constitute, and are hereby ------------- ---- expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Subsidiary Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A(l) (the "Global Notes shall be Note"), ------------ ----------- deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for the Depository, and shall bear the legend set forth in accordance with Exhibit B, duly executed by the Deposit AgreementCompany and the Subsidiary --------- Guarantors, if any, and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A(l) (with respect to interests of persons the ------------ "Offshore Physical Notes"). Notes offered and sold in reliance on any other ----------------------- exemption from registration under the Securities Act other than participantsas described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form, in substantially the form set forth in Exhibit A(1) (the "U.S. Physical Notes"). As long The Offshore Physical Notes and the ------------ ------------------- U.S. Physical Notes are sometimes collectively herein referred to as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:"Physical Notes." ---------------

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit D. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuers, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be represented issued initially in the form of a single permanent global Note in registered form, substantially in the form of Exhibit A (the “Regulation S Global Note” and, together with the 144A Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each may from time to time be increased or decreased by adjustments made on the records of the Global NotesTrustee, as custodian for the Depository, as hereinafter provided. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the Global form of permanent certificated Notes represented by such certificated depositary interests. The Clearing Agency will creditin registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes if any (the “Book-Entry InterestsPhysical Notes”) to the accounts of persons who have accounts ). Additional Notes ranking pari passu with the Clearing Agency. Ownership of Book-Entry Interests Initial Notes (as defined in the Global Notes will Section 2.02) may be limited created and issued from time to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained time by the Clearing Agency Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to interests of participants) the purchase price thereof and the records of participants (date from which the interest accrues) as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.08. Except as described under Article Nine, the Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to interests of persons other than participants). As long as the Notes; provided further that if the Additional Notes are not fungible with the Notes for U.S. Federal income tax purposes the Additional Notes will have a separate CUSIP number, if applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually issued. With respect to any Additional Notes issued subsequent to the date of this Indenture notwithstanding anything else herein, (1) all references in global formExhibit A herein and elsewhere in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Notes, (2) any references in Exhibit A and elsewhere in this Indenture to the Principal Paying Agent Exchange Offer and Exchange Securities, and any other term related thereto shall be to such term as they are defined in such registration rights agreement entered into with respect to such Additional Notes, (3) all time periods described in lieu the Notes with respect to the registration of such Additional Notes shall be as provided in such Registration Rights Agreement entered into with respect to such Additional Notes and (4) any Additional Interest may, if set forth in the Registration Rights Agreement, be paid to the holders of the Trustee) shall be responsible for:Additional Notes immediately prior to the making or the consummation of the Exchange Offer regardless of any other provisions regarding record dates herein.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the "Global Notes shall be Note"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit AgreementDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each Note may from time to time be increased or decreased by adjustments made on the records of the Global Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Offshore Physical Notes"). Upon acceptance by Notes offered and sold in reliance on any other exemption from registration under the Common Depositary Securities Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form, in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." Physical Notes shall initially be registered in the name of the Depository or the nominee of such certificated depositary interestsDepository and be delivered to the Trustee as custodian for such Depository. Except as described in this paragraph, the Clearing Agency will record beneficial holders of interests in the Global Note will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or holders of Notes for any purpose. So long as DTC (or its nominee) or the Common Depositary, as the case may be, is the registered owner or holder of a Global Note, such party will be considered the sole owner or holder of the Notes represented by such certificated depositary interestsGlobal Note for all purposes under the Indenture and the Notes. The Clearing Agency will creditAccordingly, each person owning a beneficial interest in a Global Note must rely on its internal systemthe procedures of DTC, Euroclear and Cedel Bank, as the respective case may be, and their participants or account holders to exercise any rights and remedies of a holder of Notes under the Indentures. Payments of principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in and interest on the Global Notes will be limited made to participants DTC or persons who hold its nominee, or to the Common Depositary on behalf of Euroclear and Cedel Bank, as the case may be, as the registered owners thereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing use of Euroclear" and the "General Terms and Conditions of Cedel Bank and "Customer Handbook of Cedel shall be applicable to interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of Note that ownership will be effected only through, records maintained are held by the Clearing Agency (with respect to interests of participants) Agent and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Members through Euroclear or Cedel.

Form and Dating. The Initial Notes and the notation relating to Additional Notes and the Trustee’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, B, C Exhibit A and D Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of one or more permanent global notes in registered form. The , substantially in the form set forth in Exhibit A hereto (the “Rule 144A Global Notes shall be Notes”), deposited with the Book-Entry Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Accredited Investors in reliance on Rule 501(a) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “AI Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (a “Regulation S Global Note”) deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depositary or a custodian therefor the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in accordance Exhibit C. Additional Notes offered and sold pursuant to an effective registration statement under the Securities Act shall be issued initially in the form of Exchange Notes in registered global form, deposited with the Deposit AgreementTrustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will issue one certificated depositary interest representing be applicable to transfers of beneficial interests in the Regulation S Global Note, and one certificated depositary interest representing the Note that are held by participants through Euroclear or Clearsteam. Rule 144A Global Notes, AI Global Notes, Regulation S Global Notes and Exchange Notes issued in global form are referred to collectively as the “Global Notes.” The aggregate principal amount of any Global Note andmay from time to time be increased or decreased by adjustments made on the records of the Registrar and simultaneous notation by the Trustee, if and when issuedas custodian for the Depository, one certificated depositary interest representing of such increase or decrease on the Exchange schedule to such Global Note, certificated in each case to the Common Depositaryall as hereinafter provided. The Book-Entry Depositarydefinitive Notes shall be typed, acting as agent printed, lithographed or engraved or produced by any combination of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest these methods or may be produced in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, annexed hereto as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Initial Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the “Global Notes. .” The Global definitive Notes shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes and the notation relating to the Trusteeauthentication agent’s certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, by stock exchange rule agreements to which FelCor LP or the Guarantors are subject or by usage. The Company and the Trustee FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, FelCor LP, the Company the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (collectively, the “U.S. Global Notes”), deposited with the Registrar, as custodian for the Depositary, duly executed by FelCor LP and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Registrar, as custodian for the Depositary or its nominee, as hereinafter provided (but in no event may such amount exceed the aggregate principal amount of Notes authenticated pursuant to Section 2.03 and then outstanding pursuant to Section 2.10). Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the “Temporary Offshore Global Notes”) deposited with the Registrar, as custodian for the Depositary, duly executed by FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided. At any time following 40 days from the initial issuance of a series of notes (the “Offshore Notes Exchange Date”), upon receipt by the Trustee and FelCor LP of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the “Permanent Offshore Global Notes,” and together with the Temporary Offshore Global Notes, the “Offshore Global Notes”) duly executed by FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided shall be deposited with the Book-Entry Depositary or a Registrar as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global NoteDepositary, and one certificated depositary interest representing the Rule 144A Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated Notes in each case an amount equal to the Common Depositary. The Book-Entry Depositary, acting as agent principal amount of the Company, shall maintain a book-entry system and shall record beneficial interest in the Common Depositary as the registered owner of a certificated depositary interest for each of the Temporary Offshore Global Notes representing a 100% interest transferred. Notes offered and sold in each reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the Global form set forth in Exhibit A (the “U.S. Physical Notes”). Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, in registered form substantially in the respective principal amounts of the individual book-entry interests form set forth in such Global Notes Exhibit A (the “BookOff-Entry Interestsshore Physical Notes”) ). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the “Physical Notes.” The U.S. Global Notes will be limited to participants or persons who hold interests through participants in and the Clearing Agency. Ownership of Book-Entry Interests in the Offshore Global Notes will are sometimes referred to herein as the “Global Notes.” The definitive Notes shall be shown ontyped, and the transfer printed, lithographed or engraved or produced by any combination of that ownership will these methods or may be effected only through, records maintained produced in any other manner permitted by the Clearing Agency (with respect to interests rules of participants) and the records of participants (with respect to interests of persons other than participants). As long as any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu Officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, thereof shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of one or more permanent global Notes, substantially in the form set forth in Exhibit B hereto (the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Initial Global Notes. The Global Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit A hereto Notes offered and sold in offshore transactions in reliance on Regulation S shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form. The , substantially in the form set forth in Exhibit B (the “Regulation S Global Notes shall be Note”), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in accordance Exhibit A. The initial offer and resale of the Notes shall not be to Institutional Accredited Investors. The Notes resold to Institutional Accredited Investors in connection with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit B (the “IAI Global Note” and, together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit A. Notes issued after the Issue Date shall be issued initially in the form of one certificated depositary interest representing or more global Notes in registered form, substantially in the Rule 144A form set forth in Exhibit B, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Note andNotes, if and when issued, one certificated depositary interest representing the Exchange “Global Note, certificated in each case to the Common DepositaryNotes”). The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each may from time to time be increased or decreased by adjustments made on the records of the Global NotesTrustee, as custodian for the Depository, as hereinafter provided. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the Global form of permanent certificated Notes represented by such certificated depositary interests. The Clearing Agency will creditin registered form in substantially the form set forth in Exhibit B and shall bear the applicable legend, on its internal systemif any, the respective principal amounts of the individual book-entry interests set forth in such Global Notes Exhibit A (the “Book-Entry InterestsPhysical Notes”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:.

Form and Dating. The Initial Series A Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage in addition to those set forth in Exhibit A hereto. The Company and the Trustee Series B Notes shall approve be substantially in the form of Exhibit B hereto. The notation on each Note relating to the Notes and any notation, legend or endorsement Guarantees shall be substantially in the form set forth on themExhibit C hereto. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of $1,000 and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuers, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form set forth in Exhibit A (the "Temporary Regulation S Global Note"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). At any time following 40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Issuers of a duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Issuers and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a custodian therefor decrease in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing principal amount of the Regulation S Global NoteNote in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in Rule 501(a)(1), and one certificated depositary interest representing (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors") shall be issued in the form of permanent U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Certificated Notes"). Securities issued pursuant to Section 2.6 hereof in exchange for interests in the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing or the Exchange Regulation S Global Note, certificated Note shall be in each case to the Common Depositaryform of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Certificated Notes"). The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system Offshore Certificated Notes and shall record the Common Depositary U.S. Certificated Notes are sometimes collectively herein referred to as the registered owner of a certificated depositary interest for each of "Certificated Notes." The Rule 144A Global Note and the Regulation S Global Notes representing a 100% interest in each of Note are sometimes referred to herein as the "Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:."

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or any Guarantor is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee Company, each Guarantor and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after September 1, 1999, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A hereto (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes"), duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary Trustee, as custodian for the Depositary, or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Noteits nominee, and one certificated depositary interest representing the Rule 144A Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated Notes in each case an amount equal to the Common Depositary. The Book-Entry Depositary, acting as agent principal amount of the Company, shall maintain a book-entry system and shall record beneficial interest in the Common Depositary as the registered owner of a certificated depositary interest for each of the Temporary Offshore Global Notes representing a 100% interest transferred. Notes issued pursuant to Section 2.07 in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial exchange for interests in the U.S. Global Notes represented by such and the Offshore Global Notes shall be in the form of permanent certificated depositary interestsNotes in registered form substantially in the form set forth in Exhibit A hereto (the "U.S. Physical Notes" and the "Offshore Physical Notes", respectively). The Clearing Agency will credit, on its internal system, Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the respective principal amounts of the individual book-entry interests in such "Physical Notes." The U.S. Global Notes (and the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Offshore Global Notes will are sometimes referred to herein as the "Global Notes." The definitive Notes shall be limited to participants typed, printed, lithographed or persons who hold interests through participants engraved or produced by any combination of these methods or may be produced in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained any other manner permitted by the Clearing Agency (with respect to interests rules of participants) and the records of participants (with respect to interests of persons other than participants). As long as any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu Officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which FelCor LP or the Guarantors are subject or usage. The Company and the Trustee FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, FelCor LP, the Company the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (collectively, the “U.S. Global Notes”), deposited with the Trustee, as custodian for the Depositary, duly executed by FelCor LP and authenticated by the Initial Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the “Temporary Offshore Global Notes”) deposited with the Trustee, as custodian for the Depositary, duly executed by FelCor LP and authenticated by the Trustee as hereinafter provided. At any time following 40 days from the initial issuance of a series of notes (the “Offshore Notes Exchange Date”), upon receipt by the Trustee and FelCor LP of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the “Permanent Offshore Global Notes”, and together with the Temporary Offshore Global Notes, the “Offshore Global Notes”) duly executed by FelCor LP and authenticated by the Trustee as hereinafter provided, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Table of Contents Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Global Notes”. The definitive Notes shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Series A Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. usage in addition to those set forth in Exhibit A. The Company and the Trustee Series B Notes shall approve be substantially in the form of Exhibit B. The notation on each Note relating to the Notes and any notationGuarantees, legend or endorsement on them. if any, shall be substantially in the form set forth in Exhibit C. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of $1,000 and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D Guarantees shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, to and the extent applicableCompany, the Company the Trustee Guarantors, if any, and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form substantially in the form set forth in Exhibit A (the "Temporary Regulation S Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following 40 days after the later of the consummation of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit C(1), a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Trustee, as custodian for the Depositary. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or a custodian therefor its nominee, as hereinafter provided. Notes offered and sold to institutional accredited investors (as defined in accordance with Rule 501(a)(1), (2), (3) or (7) under the Deposit AgreementSecurities Act) ("Institutional Accredited Investors"), if any, shall be issued in the form of permanent U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Certificated Notes"). The Book-Entry Depositary will issue one certificated depositary interest representing Notes issued pursuant to Section 2.6 in exchange for interests in the Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Certificated Notes"), in the case of those issued in exchange for the Regulation S Global Note, and one certificated depositary interest representing U.S. Certificated Notes, in the case of those issued in exchange for the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system Offshore Certificated Notes and shall record the Common Depositary U.S. Certificated Notes are sometimes collectively herein referred to as the registered owner of a certificated depositary interest for each of "Certificated Notes." The Rule 144A Global Note and the Regulation S Global Notes representing a 100% interest in each of Note are sometimes referred to herein as the "Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:."

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits A or B, as applicable. Exhibit A. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicable. Exhibit B. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the Notes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Subsidiary Guarantors endorsed thereon or attached thereto substantially in the form of Exhibit E hereto. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Subsidiary Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the "Global Notes shall be Note"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depository, duly executed by the Regulation S Global Note, Company (and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for having an executed Guarantee from each of the Global Notes representing a 100% interest Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear all the legends set forth in each Section 2.15. The aggregate principal amount of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:, as custodian for the Depository, as hereinafter provided.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits A or B, as applicable. EXHIBIT A. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableEXHIBITB. The Notes may have notations, legends or endorsements required by law, governmental rule or regulation, stock or other securities exchange rule or depository rule or usage, or other customary usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance authentication and shall show the date of its authentication. The additional terms and provisions contained in the Notesforms of Notes and Subsidiary Guarantees, annexed hereto as Exhibits AEXHIBITS A AND E, Brespectively, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule144A shall be issuable only issued initially in bearer the form and the Definitive of one or more global Notes shall be issuable only in registered form. The Global Notes shall be , substantially in the form set forth in EXHIBIT A (each, a "GLOBAL NOTE"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall be Restricted Securities and shall bear the legend set forth in accordance with the Deposit AgreementSection 2.03 hereof. The Book-Entry Depositary will issue one certificated depositary interest representing aggregate principal amount of any such Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar, solely as and to the extent provided in Section 2.05 hereof; PROVIDED that in no event shall the aggregate principal amount of Notes outstanding at any time exceed $85,000,000, except as provided in Section 3.05 hereof. Notes offered and sold in offshore transactions in reliance on Regulation S shall be represented upon issuance by a temporary Global Note, which will be exchangeable for certificated Notes in registered form in substantially the form set forth in EXHIBIT A (the "OFFSHORE PHYSICAL NOTES") only upon the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S. Notes offered and one certificated depositary interest representing sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A Global Note and, if and when may be issued, one in the form of certificated depositary interest representing Notes in registered form, in substantially the Exchange Global Noteform set forth in EXHIBITA (the "U.S. PHYSICAL NOTES"). The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes in each case registered form, in substantially the form set forth in EXHIBIT A, issued pursuant to the Common Depositary. The Book-Entry Depositarylast sentence of paragraph (2) of Section 2.04, acting are sometimes collectively herein referred to as agent the "PHYSICAL NOTES." Physical Notes may initially be registered in the name of the Company, shall maintain Depository or a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary nominee of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) Depository and be delivered to the accounts Trustee as custodian for such Depository. Beneficial owners of persons who have accounts with Physical Notes, however, may request registration of such Physical Notes in their names or the Clearing Agency. Ownership names of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:their nominees.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both Case New Holland and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee Case New Holland and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will shall be issued initially be represented by in the Initial form of two or more permanent global Notes (the "Global Notes"). The Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the " Rule 144A Global Note") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "Regulation S Global Note"), and in each case shall be deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit AgreementDepository, duly executed by Case New Holland and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A aggregate principal amount of any Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:, as custodian for the Depository, as hereinafter provided.

Form and Dating. The Initial Notes, the Exchange Notes and the notation Trustee’s respective certificates of authentication relating to thereto shall be substantially in the forms of Exhibits A and B attached hereto. The Private Exchange Notes, if required, and the Trustee’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits A or BExhibit B attached hereto, as applicablebut shall bear the Private Placement Legend. The Exchange Notes, Additional Notes and the notation relating to the Trustee’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or DExhibit B attached hereto, as applicableand, if any such Additional Notes is a Restricted Security, shall bear the Private Placement Legend. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form forms of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, Notes annexed hereto as Exhibits A, B, C A and D B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Initial Notes will offered and sold in reliance on Rule 144A, Initial Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act and Initial Notes offered and sold in off-shore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A attached hereto (each such Note, a “Global Note”), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth in Exhibit C attached hereto, and be represented duly executed by the Initial Global NotesCompany and authenticated by the Trustee as hereinafter provided. The Global Exchange Notes shall be issuable only issued initially in bearer the form and of one or more permanent Global Notes, substantially in the Definitive Notes shall be issuable only form set forth in registered form. The Global Notes shall be Exhibit B attached hereto, deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in accordance with the Deposit AgreementExhibit C attached hereto. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A aggregate principal amount of a Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall , as custodian for the Depository, as hereinafter provided. Notes issued in exchange for an interest in a Global Note pursuant to Section 2.14 may be responsible for:issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A attached hereto (each such Note, a “Physical Note”).

Form and Dating. The Initial Notes Securities and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, substitutions and other variations as are required or B, as applicablepermitted under this Indenture. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Issuer is subject or usage. The Company and the Trustee Issuer shall approve the form of the Notes Securities and any notation, legend or endorsement on themthe Securities. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Securities annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture andIndenture. Each of the Company, to the extent applicableGST USA, the Company the Trustee GST and the Principal Paying AgentTrustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes Securities offered and sold in reliance on Rule 144A shall be issuable only issued in bearer the form and the Definitive Notes shall be issuable only of permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. GLOBAL SECURITY"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the U.S. Global Notes Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more temporary global Securities in registered form substantially in the form set forth in Exhibit A (each a "TEMPORARY OFFSHORE GLOBAL SECURITY") deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following June 13, 1998 (the "OFFSHORE SECURITIES EXCHANGE DATE"), upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the "PERMANENT OFFSHORE GLOBAL SECURITY"; and together with the Temporary Offshore Global Security, the "OFFSHORE GLOBAL SECURITIES") duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global NoteDepositary, and one certificated depositary interest representing the Rule 144A Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the Temporary Offshore Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated Security in each case an amount equal to the Common Depositary. The Book-Entry Depositary, acting as agent principal amount at maturity of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% beneficial interest in each the Temporary Offshore Global Security transferred. Securities which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Securities in registered form in substantially the Global Notesform set forth in Exhibit A (the "U.S. PHYSICAL SECURITIES"). Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Securities issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes represented by such Security shall be in the form of permanent certificated depositary interestsSecurities in registered form substantially in the form set forth in Exhibit A (the "OFFSHORE PHYSICAL SECURITIES"). The Clearing Agency will credit, on its internal system, Offshore Physical Securities and U.S. Physical Securities are sometimes collectively herein referred to as the respective principal amounts of the individual book-entry interests in such "PHYSICAL SECURITIES". The U.S. Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, Security and the transfer Offshore Global Security are sometimes referred to as the "GLOBAL SECURITIES". The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of that ownership will these methods or may be effected only through, records maintained produced in any other manner permitted by the Clearing Agency (with respect to interests rules of participants) and any securities exchange on which the records Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:such Securities.

Form and Dating. The Initial Notes Preferred Securities and the notation relating to the Property Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, Exhibit A-1 and the notation relating to the Trustee’s certificate of authentication thereof, Common Securities shall be substantially in the form of Exhibits C Exhibit A-2, each of which is hereby incorporated in and expressly made a part of this Agreement. The Securities may be in definitive or Dglobal form and may be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to an Administrative Trustee, as applicableevidenced by the execution thereof. The Notes Securities may have notationsletters, CUSIP or other numbers, notations or other marks of identification or designation and such legends or endorsements required by law, stock exchange rule or usage. The Company and quotation system rule, agreements to which the Trustee shall approve the form of the Notes and Trust is subject, if any, or usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Trust). An Administrative Trustee, at the direction of the Sponsor, shall furnish any such legend not contained in Exhibits A-1 or A-2 to the Property Trustee in writing. Each Note Preferred Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained of the Securities set forth in Annex I and the Notes, annexed hereto as forms of Securities set forth in Exhibits A, B, C A-1 and D shall constitute, and A-2 are hereby expressly made, a part of the terms of this Indenture and, Agreement and to the extent applicable, the Company the Property Trustee and the Principal Paying AgentSponsor, by their execution and delivery of this IndentureAgreement, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially following four paragraphs shall apply only to any Global Preferred Securities: The Preferred Securities shall be issued in the form of one or more permanent global Securities in definitive, fully registered form without Distribution coupons with the appropriate global legends set forth in Exhibit A-1 hereto (a "Global Preferred Security"), which shall be deposited on behalf of the purchasers of the Preferred Securities represented thereby with the Property Trustee, as custodian for the Clearing Agency, and registered in the name of the Clearing Agency or a nominee of the Clearing Agency, duly executed by an Administrative Trustee on behalf of the Trust and authenticated by the Initial Global NotesProperty Trustee as hereinafter provided. The Global Notes Preferred Security shall represent such of the outstanding Preferred Security as shall be issuable only specified in bearer form and the Definitive Notes shall be issuable only in registered form. The "Schedule of Exchanges of Interests of Global Notes shall be deposited with the Book-Entry Depositary Preferred Security" attached thereto or a custodian therefor otherwise in accordance with the Deposit procedures, of the Clearing Agency, which, in the case of a Global Preferred Security that is not a component of a CRESTS Unit, initially shall have a zero balance, and the Property Trustee shall make the necessary endorsement to the "Schedule of Exchanges of Interests of Global Preferred Security" or otherwise comply with the procedures of the Clearing Agency to increase the number of outstanding Preferred Securities represented by a Global Preferred Security that is not a component of a CRESTS Unit upon a separation of a CRESTS Unit in accordance with the Unit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case Property Trustee shall make such other necessary endorsements to the Common DepositaryGlobal Preferred Security to reflect the appropriate number of outstanding Preferred Securities represented thereby. The Book-Entry Depositary, acting as agent Holder of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:a

Form and Dating. The Initial Notes and will be issued in the notation relating to form of one or more fully registered Global Notes (the Trustee’s certificate of authentication thereof, shall be "Global Notes") substantially in the form of Exhibits Exhibit A that will be deposited with, or Bon behalf of, DTC, as applicabledepositary, and registered in the name of Cede & Co., DTC's nominee. Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of the DTC or its nominee. The Exchange Notes, and the notation relating to the Trustee’s certificate aggregate principal amount of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a 100% interest Global Note to reflect the amount of any increase or decrease in each the principal amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06. Upon the issuance of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interestsNotes to DTC, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will DTC shall credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have registration and transfer system, its Participants' accounts with the Clearing Agencyrespective interests owned by such Participants. Ownership of Book-Entry Interests in the Global Notes will shall be limited to participants Participants, including Euroclear and Cedel, and indirect Participants. The Participants shall not have any rights either under this Indenture or persons who hold interests through participants in under any Global Note with respect to such Global Note held on their behalf by DTC, and DTC may be treated by the Clearing Agency. Ownership Issuer, the Trustee and any agent of Book-Entry Interests in the Issuer or the Trustee as the absolute owner of such Global Note for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on the Global Notes will be shown onand for all other purposes. Notwithstanding the foregoing, and nothing herein shall prevent the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global formIssuer, the Principal Paying Agent (in lieu Trustee or any agent of the Trustee) shall be responsible for:Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Participants, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits EXHIBIT A or B, as applicable. The Exchange Notes, and the notation relating to Exchange Notes and the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. EXHIBIT B. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the NotesSecurities, annexed hereto as Exhibits A, EXHIBIT A and EXHIBIT B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee Issuer and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes Securities offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of one or more permanent global Securities in registered form, substantially in the form -40- set forth in EXHIBIT A (the "U.S. GLOBAL SECURITIES"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount at maturity of the U.S. Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Securities in registered form substantially in the form set forth in EXHIBIT A (the "TEMPORARY OFFSHORE GLOBAL SECURITIES"), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Section 2.14. At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuer of a certificate substantially in the form of EXHIBIT D hereto, one or more permanent global Securities in registered form substantially in the form set forth in EXHIBIT A (the "PERMANENT OFFSHORE GLOBAL SECURITIES"; and together with the Temporary Offshore Global Securities, the "OFFSHORE GLOBAL SECURITIES"), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary Trustee, as custodian for the Depository or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the Temporary Offshore Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the Temporary Offshore Global Securities transferred. The aggregate principal amount at maturity of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian therefor for the Depository, as hereinafter provided. Securities issued in accordance with exchange for interests in the Deposit Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the "OFFSHORE PHYSICAL SECURITIES") and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Offshore Physical Securities and the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case U.S. Physical Securities are sometimes collectively herein referred to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the "PHYSICAL SECURITIES." The U.S. Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, Securities and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect Offshore Global Securities are sometimes referred to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long herein as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:"GLOBAL SECURITIES." -41-

Form and Dating. The Initial Notes and Notes, the notation thereon relating to the Note Guarantees and the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicableExhibit A(1) hereto. The Exchange Notes, and the ------------ notation thereon relating to the Note Guarantees and the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit A(2) hereto. ------------ The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authenticationissuance. The terms and provisions contained in the Notes, Notes and the Note Guarantees annexed hereto as Exhibits AA(l) and A(2), B, C and D shall constitute, and are ------------- ---- hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Subsidiary Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A(l) (the "Global Notes shall be Note"), ------------ ----------- deposited with the Book-Entry Depositary or a Trustee, as custodian therefor for the Depository, and shall bear the legend set forth in accordance with Exhibit B, duly executed by the Deposit AgreementCompany and the Subsidiary --------- Guarantors, if any, and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A(l) (with respect to interests of persons the ------------ "Offshore Physical Notes"). Notes offered and sold in reliance on any other ------------------------ exemption from registration under the Securities Act other than participantsas described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form, in substantially the form set forth in Exhibit A(1) (the "U.S. ------------ ---- Physical Notes"). As long The Offshore Physical Notes and the U.S. Physical Notes are -------------- sometimes collectively herein referred to as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:"Physical Notes." --------------

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit F. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuers, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent Global Note in registered form. , substantially in the form set forth in Exhibit A (the "144A Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form of Exhibit A (the "Temporary Regulation S Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuers (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. Reasonably promptly following the date that is 40 days after the later of the commencement of the offering of the Notes in reliance on Regulation S and the Issue Date, upon receipt by the Trustee and the Issuers of a duly executed certificate substantially in the form of Exhibit E from the Depositary, a single permanent Global Note in registered form substantially in the form of Exhibit A (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Issuers (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depositary, and the Registrar shall reflect on its books and records the cancellation of the Temporary Regulation S Global Note and the issuance of the Permanent Regulation S Global Note, and one certificated depositary interest representing the Rule 144A . Notes issued in exchange for interests in a Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case pursuant to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests Section 2.16 may be issued in the Global form of permanent certificated Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, in registered form in substantially the respective principal amounts of the individual book-entry interests form set forth in such Global Notes Exhibit A (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants"Physical Notes"). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Issuer and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits Exhibit A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee Issuer and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will shall be issued initially be represented by in the Initial form of one or more permanent global Notes (the “Global Notes”). The Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the “ Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the “Regulation S Global Note”), and in each case shall be deposited with the Book-Entry Depositary or Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Notes transferred to Institutional Accredited Investors may be represented by a custodian therefor permanent Global Note in accordance registered form, substantially in the form set forth in Exhibit A, and if so represented shall be deposited with the Deposit AgreementTrustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A aggregate principal amount of any Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:, as custodian for the Depository, as hereinafter provided.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company Company, the Trustee Subsidiary Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more legended global Notes in registered form substantially in the form set forth in Exhibit A (the "Legended Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after July 1, 2002, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more unlegended global Notes in registered form substantially in the form set forth in Exhibit A (the "Unlegended Offshore Global Notes"; and together with the Legended Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Trustee, as custodian for the Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Noteits nominee, and one certificated depositary interest representing the Rule 144A Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Legended Offshore Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated Notes in each case an amount equal to the Common Depositary. The Book-Entry Depositary, acting as agent principal amount of the Company, shall maintain a book-entry system and shall record beneficial interest in the Common Depositary as the registered owner of a certificated depositary interest for each of the Legended Offshore Global Notes representing a 100% interest transferred. Notes issued pursuant to Section 2.07 in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial exchange for interests in the Offshore Global Notes represented by such shall be in the form of permanent certificated depositary interestsNotes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Clearing Agency will credit, on its internal system, Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the respective principal amounts of the individual book-entry interests in such "Physical Notes." The U.S. Global Notes (and the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Offshore Global Notes will are sometimes referred to herein as the "Global Notes." The definitive Notes shall be limited to participants typed, printed, lithographed or persons who hold interests through participants engraved or produced by any combination of these methods or may be produced in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained any other manner permitted by the Clearing Agency (with respect to interests rules of participants) and the records of participants (with respect to interests of persons other than participants). As long as any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu Officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes and the notation relating to any Additional Notes and, in each case, the Trustee’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, Exhibit A and Exhibit B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented by in the Initial Global Notes. The form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A, as applicable, hereto (“Global Notes shall be Notes”), deposited with the Book-Entry Depositary Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C-1. Notes offered and sold in reliance on Rule 501(a)(1), (2), (3) or a custodian therefor (7) under the Securities Act shall be issued initially in accordance the form of one or more permanent Global Notes deposited with the Deposit AgreementTrustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C-1. The Book-Entry Depositary will issue one certificated depositary interest representing the Notes offered and sold in offshore transactions in reliance on Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests be issued initially in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts form of the individual book-entry interests in such one or more permanent Global Notes (the “Book-Entry InterestsRegulation S Global Notes”) to deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of persons who have accounts with designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Clearing AgencyCompany and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C-1. Ownership The provisions of Book-Entry Interests the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Notes will Note that is held by participants through Euroclear or Clearstream. The aggregate principal amount of any Global Note may from time to time be limited to participants increased or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained decreased by the Clearing Agency (with respect to interests of participants) and adjustments made on the records of participants (with respect to interests the Trustee, as custodian for the Depository, as hereinafter provided. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of persons these methods or may be produced in any other than participants). As long as manner permitted by the rules of any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu Officer executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes and the notation relating to Additional Notes and the Trustee’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usagethe Depositary rule or usage to which the Issuer is subject, if any. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C Exhibit A and D Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of one or more permanent global notes in registered form. The , substantially in the form set forth in Exhibit A (the “144A Global Notes shall be Notes”), deposited with the Book-Entry Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Notes deposited with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Following the termination of the Distribution Compliance Period, beneficial interests in a custodian therefor Regulation S Temporary Global Note will be exchanged for beneficial interests in accordance a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the authentication of a Regulation S Permanent Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing Trustee will cancel the Exchange related Regulation S Temporary Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent provisions of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each “Operating Procedures of the Global Notes representing a 100% interest in each Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the Global Notes. Upon acceptance by the Common Depositary “General Terms and Conditions of such certificated depositary interests, the Clearing Agency Clearstream Banking” and “Customer Handbook” of Clearstream will record be applicable to transfers of beneficial interests in the Regulation S Temporary Global Notes represented Note and the Regulation S Permanent Global Note that are held by such certificated depositary interestsparticipants through Euroclear or Clearsteam. The Clearing Agency will credit, aggregate principal amount at maturity of any Global Note may from time to time be increased or decreased by adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests the Trustee, as custodian for the Depositary, as hereinafter provided. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of persons these methods or may be produced in any other than participants). As long as manner permitted by the rules of any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu Officer executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The --------- Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have --------- notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. --------- The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of ---------------- this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the "Global Notes shall be Note"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with --------- ----------- for the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing Depository, duly executed by the Regulation S Global Note, Company (and one certificated depositary interest representing having an executed Guarantee endorsed thereon) and authenticated by the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting Trustee as agent of the Company, shall maintain a book-entry system hereinafter provided and shall record bear the Common Depositary as the registered owner of a certificated depositary interest for each legend set forth in Exhibit C. The aggregate --------- principal amount of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance Note may from time to time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (with respect to interests of persons other than participantsthe "Physical --------- -------- Notes"). As long as ----- All Notes offered and sold in reliance on Regulation S shall remain in the Notes are in global form, form of a Global Note until the Principal Paying Agent (in lieu consummation of the Trustee) shall Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time -------- ------- periods specified in the Registration Rights Agreement to be responsible for:complied with by the Company and the Guarantors have been so complied with.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee Co-Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Notation of Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C Notes and D the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Co-Issuers, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes will offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Co-Issuers (and having an executed Notation of Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be represented issued initially in the form of a single permanent global Note in registered form substantially in the form of Exhibit A (the “Regulation S Global Note”; and together with the 144A Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by each Co-Issuer (and having an executed Notation of Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by each Co-Issuer (and having an executed Notation of Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each aggregate principal amount of the Global Notes representing a 100% interest in each may from time to time be increased or decreased by adjustments made on the records of the Global NotesTrustee, as custodian for the Depository, as hereinafter provided. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the Global form of permanent certificated Notes represented by such certificated depositary interests. The Clearing Agency will creditin registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, on its internal systemif any, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry InterestsPhysical Notes”) ). Subject to the accounts provisions of persons who Section 2.02 and Section 4.10, the Co-Issuers may issue, from time to time, Additional Notes under this Indenture which shall have accounts with identical terms as the Clearing Agency. Ownership of Book-Entry Interests Initial Notes issued on the Issue Date (in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown oneach case, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (other than with respect to interests the date of participants) issuance, issue price, amount of interest payable on the first interest payment date applicable thereto and repurchase or redemption provisions that may be applicable to the records Additional Notes at the Company’s sole election), as the case may be. Any Additional Notes shall be part of participants (the same issue as the Notes being issued on the Issue Date and will vote and consent on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Sale Offers, except that Holders of Additional Notes may separately vote or consent with respect to interests of persons other than participants). As long as matters relating solely to the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Additional Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, annexed hereto as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Initial Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes transferred to Institutional Accredited Investors shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global Notes. ." The Global definitive Notes shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes and the notation relating to Additional Notes and the Trustee’s 's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, Exhibit A and Exhibit B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Trustee Guarantors and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold in reliance on Rule 144A shall be issued initially be represented by in the Initial Global Notes. The form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A hereto ("Global Notes shall be Notes"), deposited with the Book-Entry Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the "IAI Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent Global Notes (a "Regulation S Global Note") deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depositary or a custodian therefor the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in accordance with Exhibit C. The provisions of the Deposit Agreement. The Book-Entry Depositary "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream will issue one certificated depositary interest representing be applicable to transfers of beneficial interests in the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Note that are held by participants through Euroclear or Clearsteam. The aggregate principal amount of any Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests the Trustee, as custodian for the Depository, as hereinafter provided. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of persons these methods or may be produced in any other than participants). As long as manner permitted by the rules of any securities exchange on which the Notes are in global formmay be listed, all as determined by the Principal Paying Agent (in lieu Officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, Notes annexed hereto as Exhibits A, B, C A and D B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee Issuer and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold (i) in reliance on Rule 144A, (ii) to Institutional Accredited Investors or (iii) in reliance on Regulation S, shall be issued initially be represented in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Initial Global Notes. The Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Exhibit A. One or more separate Global Notes shall be issuable only issued to represent Notes held by (i) Qualified Institutional Buyers (a "QIB Global Note"), (ii) Institutional Accredited Investors (an "IAI Global Note"), and (iii) Persons acquiring Notes in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or reliance on Regulation S (a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the "Regulation S Global Note, and one certificated depositary interest representing the Rule 144A "). The aggregate principal amount of any Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests the Trustee, as custodian for the Depository, as hereinafter provided. All Notes offered and sold in reliance on Regulation S shall remain in the form of persons other than participants). As long as Global Notes until the Notes are in global form, the Principal Paying Agent (in lieu consummation of the Trustee) shall Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be responsible for:complied with by the Issuer have been so complied with.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Book-Entry Trustee, as custodian for the Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Noteits nominee, and one certificated depositary interest representing the Rule 144A Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated Notes in each case an amount equal to the Common Depositary. The Book-Entry Depositary, acting as agent principal amount of the Company, shall maintain a book-entry system and shall record beneficial interest in the Common Depositary as the registered owner of a certificated depositary interest for each of the Temporary Offshore Global Notes representing a 100% interest transferred. Notes offered and sold in each reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the Global form set forth in Exhibit A (the "U.S. Physical Notes"). Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes represented by such shall be in the form of permanent certificated depositary interestsNotes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Clearing Agency will credit, on its internal system, Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the respective principal amounts of the individual book-entry interests in such "Physical Notes." The U.S. Global Notes (and the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Offshore Global Notes will are sometimes referred to herein as the "Global Notes." The definitive Notes shall be limited to participants typed, printed, lithographed or persons who hold interests through participants engraved or produced by any combination of these methods or may be produced in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained any other manner permitted by the Clearing Agency (with respect to interests rules of participants) and the records any securities depositary or of participants (with respect to interests of persons other than participants). As long as any securities exchange on which the Notes are in global formmay be listed or by usage, all as determined by the Principal Paying Agent (in lieu Officers executing such Notes, as evidenced by their execution of the Trustee) shall be responsible for:such Notes.

Form and Dating. The Initial Euro Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C A and D B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their 32 33 execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Euro Notes will shall be initially be represented by issued as a single security, in global bearer form without interest coupons, substantially in the Initial form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto (the "Global NotesEuro Note"). The Global Euro Note will be issued in a denomination equal to the outstanding Euro Notes shall represented thereby and will be issuable only in bearer form and held by The Bank of New York, as the Definitive Notes shall be issuable only in registered formDepositary. The Global Notes shall Euro Note will be deposited with the Book-Entry Depositary or a custodian therefor in accordance with pursuant to the Deposit Depositary Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated certificateless depositary interest (representing the Regulation S Global Euro Note) to DTC, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency which will then record beneficial interests in the Global Notes represented by such certificated depositary interestsEuro Note. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry Beneficial interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes Euro Note will be shown on, and the transfer of that ownership transfers thereof will be effected only through, records maintained in book-entry form by the Clearing Agency DTC (with respect to interests of participants' interests) and the records of participants (with respect to interests of persons other than participants). As long its Agent Members, including, as the Notes are in global formapplicable, the Principal Paying Agent (in lieu Euroclear Operator and Cedel. The aggregate principal amount of the Global Euro Note may from time to time be increased or decreased by adjustments made by annotation or endorsement thereon by the Company or by the Trustee) shall be responsible for:, the Depositary or a custodian of either on behalf of the Company in consequence of the issue of the Definitive Euro Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and shall furnish any such legend not contained in Exhibit A to the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themin writing. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof; provided that the additional Notes issued in lieu of the cash payment of interest on the Notes shall show be issued in denominations (rounded, if necessary to the date nearest dollar) of its authentication$1 and integral multiples thereof, in an aggregate principal amount equal to the amount of interest that would be payable with respect to such Notes if such interest were paid in cash. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C and D Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by In the Initial Global Notesevent of a conflict, the terms of the Indenture shall control. The Global Notes shall be issuable only substantially in bearer the form and of Exhibit A attached hereto (including the Definitive text referred to in footnote 1 thereto). Notes issued in certificated form shall be issuable only substantially in registered formthe form of Exhibit A attached hereto (but without including the text referred to in footnote 1 thereto). The Each Global Note shall represent such of the outstanding Notes as shall be deposited with specified therein and each shall provide that it shall represent the Book-Entry Depositary aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a custodian therefor Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance instructions given by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented Holder thereof as required by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Section 2.06 hereof.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits EXHIBIT A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableEXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Company and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, EXHIBITS A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will shall be issued initially in the form of two or more permanent global Notes (the "GLOBAL NOTES"). Notes offered and sold (i) in reliance on Rule 144A shall be represented by issued initially in the Initial Global Notes. The form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global , substantially in the form set forth in EXHIBIT A (the " RULE 144A GLOBAL NOTE") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "REGULATION S GLOBAL NOTE"), and in each case shall be deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit AgreementDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A aggregate principal amount of any Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:, as custodian for the Depository, as hereinafter provided.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, annexed hereto as applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C and D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture andIndenture. Each of the Company, to the extent applicable, the Company the Trustee and the Principal Paying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes will initially offered and sold in reliance on Rule 144A shall be represented issued in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Initial Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation S) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes or the Offshore Global Notes shall be issuable only in bearer the form of U.S. Physical Notes or in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"), respectively. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Definitive Offshore Global Notes are sometimes referred to as the "Global Notes." The definitive Notes shall be issuable only typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance any other manner permitted by the Common Depositary rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both Case New Holland and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company the Trustee Case New Holland and the Principal Paying AgentTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will shall be issued initially be represented by in the Initial form of two or more permanent global Notes (the “Global Notes”). The Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The , substantially in the form set forth in Exhibit A (the “ Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the “Regulation S Global Note”), and in each case shall be deposited with the Book-Entry Depositary or a Trustee, as custodian therefor in accordance with for the Deposit AgreementDepository, duly executed by Case New Holland and authenticated by the Trustee as hereinafter provided. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A aggregate principal amount of any Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case may from time to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance time be increased or decreased by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, adjustments made on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As long as the Notes are in global form, the Principal Paying Agent (in lieu of the Trustee) shall be responsible for:, as custodian for the Depository, as hereinafter provided.