Common use of Form and Dating Clause in Contracts

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 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 Notes 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 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 the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them shall be satisfactory to both the NotesIssuer 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 form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Issuer 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 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 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 “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 "U.S. “Regulation S Global Notes"Note”), and in each case shall be deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. Notes transferred to Institutional Accredited Investors may be represented by a permanent Global Note in registered form, substantially in the form set forth in Exhibit A, and if so represented shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. any 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 or its nomineeDepository, 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") 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 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 Notes 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 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 the Trustee's ’s certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes 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 agreements to which the Company is subject 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 the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold 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 "U.S. each, a “Global Notes"Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. a 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 or its nomineeDepositary, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may 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") 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 offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as 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 "U.S. “Physical Notes"”). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified 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 Registration Rights Agreement 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 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 complied with 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 NotesCompany have been so complied with.

Form and Dating. The Initial Notes and the Trustee's ’s certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes 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 agreements to which the Company is subject 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 the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold 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 "U.S. each, a “Global Notes"Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. 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 or its nomineeDepositary, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may 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") 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 offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as 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 "U.S. “Physical Notes"”). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified 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 Registration Rights Agreement 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 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 complied with 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 NotesCompany have been so complied with.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit B. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the CompanyIssuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A issued after the Issue Date 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 "U.S. Global Notes")A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer (and having an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. 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 nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 and bearing the applicable legends, if any (the "U.S. “Physical Notes"”). Additional Notes ranking pari passu with the Initial Notes (as defined in Section 2.02) may be created and issued pursuant from time to Section 2.07 in exchange for interests in time by the Offshore Global Notes Issuer without notice to or consent of the Holders and shall be in consolidated with and form a single class with the form of permanent certificated Initial Notes in registered form substantially in and shall have the form set forth in Exhibit A same terms as to status, redemption or otherwise (other than with respect to the "Offshore Physical purchase price thereof and the date from which the interest accrues) as the Initial Notes"). The Offshore Physical Initial Notes and U.S. Physical 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 the Notes; provided further that if the Additional 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 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 not fungible with the Notes may be listedfor 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 as determined by the Officers executing such Notes, as evidenced by their execution purposes of such Notesthis Indenture include any Additional Notes that are actually issued.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto, the terms of which are incorporated in and made a part of this Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company and required by law, stock exchange rule, agreements to which the Company is or DBS Corp, as the case may be, are subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially issuable only in the form denominations 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 Company $1,000 and authenticated by the Trustee as hereinafter providedintegral multiples thereof. 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Global Notes and the Depository Trust Company, its nominees, and their respective successors, shall act as the Depository with respect thereto. Each Global Note shall (i) be registered in registered form in the name of the Depository for such Global Note or the nominee of such Depository, (ii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions, and (iii) shall bear a legend substantially to the form set forth in Exhibit A following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation (the "U.S. Physical NotesDTC"). Notes , to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued pursuant to Section 2.07 in exchange for interests is registered in the Offshore Global Notes name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any Person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Any Note not registered under the Securities Act shall be in bear the form of permanent certificated Notes in registered form substantially in following legend on the form set forth in Exhibit face thereof: "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (the 1) REPRESENTS THAT IT IS A "Offshore Physical NotesQUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)(A "QIB"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 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 NotesTHE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS." The definitive Notes shall be typed, printed, lithographed or engraved or produced by Trustee must refuse to register any combination transfer of these methods or may be produced a Note bearing such legend that would violate the restrictions described 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 Noteslegend.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 (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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "“Offshore Global Notes") ”), duly executed by the Company, authenticated by the Trustee as hereinafter provided, and 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 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 Notes 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 Notes and the Offshore Global Note Notes are sometimes referred to herein 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 Notes Series A Securities and Series B Securities and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of Exhibits A-l and A-2, respectively. The Notes Securities may have notations, legends or endorsements (including notations relating to the Guarantee) required by law, stock exchange agreements to which the Company is subject 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 Subsidiary Guarantee) on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of Securities and the Notes annexed hereto as Exhibit A Subsidiary Guarantee shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors The Series A Securities and the Trustee, by their execution and delivery Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, expressly agree including, without limitation, waivers, amendments, redemptions and offers to such terms and provisions and to be bound therebypurchase. Notes Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Global Securities in registered form, substantially in the form set forth in Exhibit A A-l (the "U.S. Global NotesSecurities"), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. Series B Securities (other than any constituting Private Exchange Notes) shall be issued initially in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit A-2, deposited with the Trustee, as custodian for the Depositary, duly executed by and shall bear the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit B. The aggregate principal amount of the U.S. any 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 nomineeDepository, 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 Series A (the "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. 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 Securities offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph and any Series B Securities constituting Private Exchange Notes shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A A-l and Exhibit A-2, respectively (the "U.S. Physical NotesSecurities"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 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 the Additional Notes and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto of Exhibit A hereto. The Units shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit C hereto. The Notes and Warrants will be mandatorily separated upon the earlier to occur of (i) 180 days following the consummation of the Issue Date; (ii) the date on which a registration statement for a registered exchange offer with respect to the Notes is declared effective under the Securities Act; (iii) the date on which a shelf registration statement with respect to Warrant Shares is declared effective under the Securities Act; and (iv) such date as Exhibit A. the Initial Purchaser in its sole discretion shall determine. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or DTC rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit C, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. 144A Global Notes"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit D. 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 registered form, substantially in the form set forth in Exhibit A (the "IAI Global Notes"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit D. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially (i) in the form of one or more global notes registered form, substantially in the form set forth in Exhibit A ("Regulation S Global Notes", and, together with the 144A Global Notes and IAI Global Notes, the "Global Notes") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit D or (ii) in the form of certificated Notes in registered form set forth in Exhibit A (the "Offshore Physical Notes"). The aggregate principal amount of the U.S. any 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 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 nomineeDTC, as hereinafter provided. Notes offered and sold in reliance on Regulation D 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 issued, and Notes offered and sold in reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) may be issued, in the form of permanent certificated Notes and 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 Notes 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 the 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 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 Officer executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which 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 agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global 144A Global Notes and Notes offered and sold in registered formreliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes, each substantially in the form set forth in Exhibit A (the "U.S. Global Notes")hereto, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C hereto. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The 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, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Subsidiary 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 C hereto. 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 nomineeDepository, 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") 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 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 Notes 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 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. (a) (1) The Global Notes shall be substantially in the form of Exhibit A, and the Trustee's certificate of authentication shall be substantially in the form set forth in such exhibit, which is hereby incorporated in and expressly made a part of this Indenture and (2) the Definitive Senior Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. B, which is hereby incorporated in and expressly made a part of this Indenture. The Global Notes and the Definitive Senior Notes may have notations, legends or endorsements required by law, governmental rule or regulation, stock or other securities exchange rule, depositary rule or usage agreements to which the Company Issuer is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is approved by the NotesIssuer). Each The Issuer shall furnish any such legend not contained in Exhibit A or Exhibit B to the Trustee in writing. The Global Notes and each Definitive Senior Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Global Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Definitive Senior Notes offered and sold in reliance on Rule 144A 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 (and Exhibit B, respectively, are part of the "U.S. Global Notes")terms of this Indenture. The Senior Notes are being offered by the Issuer pursuant to the Terra Nova Exchange Offer. The Senior Notes will be initially issued as one or more global notes in definitive fully registered form without interest coupons, deposited on behalf of those holders tendering notes pursuant to the Terra Nova Exchange Offer for the Senior Notes represented thereby with the TrusteeTrustee at its Institutional Trust Service office, as custodian for the DepositaryDepositary and registered in the name of DTC or a nominee thereof, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter providedprovided in this Indenture. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for Trustee and 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 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 Notes 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 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 the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A and the Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of Securities, annexed hereto as Exhibits A and B, and the Notes Subsidiary Guarantees (when executed pursuant to Section 4.15 or 4.21), if any, annexed hereto as Exhibit A E, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the CompanyIssuers, the Guarantors Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesSecurities"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount 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 Depositary or its nomineeDepository, as hereinafter provided. Notes 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 permanent temporary global Notes Securities in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global NotesSecurities") ), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided 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 Issuers 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 Issuers and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Securities transferred. The aggregate principal amount of the Offshore 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 Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in reliance on Regulation D under exchange for interests in the Offshore Global Securities Act shall pursuant to Section 2.15 may be issued in the form of permanent certificated Notes Securities 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 Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesSecurities")) 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 Offshore Physical Notes Securities and the U.S. Physical Notes Securities are sometimes collectively herein referred to as the "Physical Notes". Securities." The U.S. Global Note Securities and the Offshore Global Note Securities are sometimes referred to herein as the "Global NotesSecurities." 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 Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem, which approval can be evidenced by execution thereof. Each Note shall be dated the date of its issuance and 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 B. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the CompanyIssuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes will be offered and sold in the United States in reliance on Regulation D. Notes offered and sold to “Qualified Institutional Buyers” as defined in Rule 144A 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 "U.S. each a “144A Global Notes"Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors 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 Note”), deposited with the Trustee, as custodian for the Depositary, 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 C. 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 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 C. 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 Issuer 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 D 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” and together with the 144A Global Note and the IAI Global Note, the “Global Notes”) 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 shall be deposited with the Trustee, as custodian for the 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. 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 nomineeDepositary, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 and bearing the applicable legends, if any (the "U.S. “Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 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 the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. Any Additional Notes and the Trustee's certificate of authentication thereof shall be substantially similar to the form of Exhibit A if such Additional Notes are issued in an unregistered offering or Exhibit B if such Additional Notes are issued in an offering that has been registered with the SEC. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement (including the Guarantee) on the Notesthem. 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 form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Notes, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")hereto, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C hereto. 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 nomineeDepositary, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 Physical 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 Notes 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 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.A.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes 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 agreements to which the Company is subject 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 the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.15(a) and (b). 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 nomineeDTC, 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") 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 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. 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). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes shall reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit A (the "Offshore 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 "Physical Notes.". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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 Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or to which the Company is subject or conform to usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated show the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Issuer 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 offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. “Initial Global Notes"”), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit B. The 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 Issuer 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 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, Trustee and/or Registrar as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.14 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 and bearing the applicable legends, if any (the "U.S. “Physical Notes"”). Additional Notes ranking pari passu with the Initial Notes (as defined in Section 2.02) may be created and issued pursuant from time to Section 2.07 in exchange for interests in time by the Offshore Global Issuer 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 the purchase price thereof and the date from which the interest accrues) as the Initial Notes; provided that the Issuer’s ability to issue Additional Notes shall be in subject to the form of permanent certificated Notes in registered form substantially in Issuer’s compliance with Section 4.07. Except as described under Article Nine, the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Initial Notes and U.S. Physical 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 the Notes; provided further that if the Additional 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 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 not fungible with the Notes may be listedfor 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 as determined by the Officers executing such Notes, as evidenced by their execution purposes of such Notesthis Indenture include any Additional Notes that are actually issued.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global 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 DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth on Exhibit C. The aggregate principal amount of the U.S. any 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 or its nomineeDepository, 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 Global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes") deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount provided and shall bear the legend set forth on Exhibit C or shall be issued in the form of certificated Notes in registered form set forth in Exhibit A (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 providedPhysical Notes"). Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Notes offered and sold in reli- ance 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"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 the 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 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 the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global 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 DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided 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 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 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 (the "Offshore Physical Notes"). The aggregate principal amount of the U.S. any 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 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 nomineeDepository, as hereinafter provided. Notes offered and sold in reliance on Regulation D 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 issued, and Notes offered and sold in reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) 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"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 the 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 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 the Trustee's ’s certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes 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 agreements to which the Company is subject rule or depository rule or usage. The Company LNR and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors LNR and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold 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 "U.S. each, a “Global Notes"Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company LNR and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. 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 or its nomineeDepositary, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may 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") 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 offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as 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 "U.S. “Physical Notes"”). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified 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 Registration Rights Agreement to as the "Physical Notes". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global Notesbe complied with by LNR have been so complied with." 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 Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto, the terms of which are incorporated in and made a part of this Indenture. The Guarantees of the Notes by the Guarantors shall be substantially in the forms set forth in Article 10, the terms of which are incorporated in and made a part of this Indenture. The Notes and Guarantees of the Notes by the Guarantors may have notations, legends or endorsements approved as to form by the Company or the Guarantors, and required by law, stock exchange rule, agreements to which the Company is or the Guarantors, as the case may be, are subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issuable only in denominations of $1,000 and integral multiples thereof. The Notes shall initially be issued initially in the form of one or more permanent global Global Notes in and the Depository Trust Company ("DTC"), its nominees, and their respective successors, shall act as the Depositary with respect thereto. Each Global Note shall (i) be registered form, substantially in the form set forth in Exhibit A name of the Depositary for such Global Note or the nominee of such Depositary, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions, and (iii) shall bear a legend (the "U.S. Global NotesNote Legend") substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), deposited with the TrusteeANY TRANSFER, as custodian for the DepositaryPLEDGE, 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 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 Notes 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 OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the "Physical Notes"registered owner hereof, Cede & Co., has an interest herein. The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global NotesTHIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE." 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, the Exchange Notes and the Trustee's respective certificates of authentication relating 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 relating thereto shall be substantially in the form annexed hereto as of Exhibit A. B attached hereto, but shall bear the Private Placement Legend. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Notes offered and sold in reliance on Rule 144A and 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 notes in registered form, substantially in the form set forth in Exhibit A attached hereto (the each such Note, a "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit C attached hereto, and be duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit B attached hereto, 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 attached hereto. The aggregate principal amount of the U.S. a 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 or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for an interest 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 a 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 Offshore Global Notes Note pursuant to Section 2.14 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 attached hereto (the each such Note, a "U.S. Physical NotesNote"). Initial Notes issued pursuant offered and sold to Section 2.07 in exchange for interests in the Offshore Global Institutional Accredited Investors and Private Exchange Notes shall be issued in the form of permanent certificated Physical Notes in registered form substantially in the form set forth in Exhibit Exhibits A (and B, respectively, attached hereto and shall bear 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 NotesPrivate Placement Legend." 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 Notes and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B annexed hereto as Exhibit A. hereto, which 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 agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. Notes offered and sold in reliance on Rule 144A and to Institutional Accredited Investors 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 B, deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit C. 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 offshore transactions in reliance on Regulation S shall be issued in the form of certificated Notes in registered form, substantially in the form set forth in Exhibit B (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 (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 terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and to the extent applicable, applicable the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 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 Notes 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 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 Notes and the Trustee's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as Exhibit A. A, in the case of the DTC Global, Exhibit B, in the case of the DBC Global and Exhibit C, in 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 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 shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Exhibits A, B and C shall constitute, and are hereby expressly made, a part of this Indenture. To Each of the extent applicable, the Company, the Guarantors Company and the Trustee, 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. Notes initially offered and sold in reliance on Rule 144A and others electing settlement through DTC 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 "U.S. Global NotesDTC Global"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the U.S. a DTC 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 Depository or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S (other than Notes sold outside the United States to investors electing settlement through DTC) shall be issued initially in the form of one or more permanent temporary global Notes in registered form bearer form, substantially in the form set forth in Exhibit A B (the "Offshore Global NotesTemporary DBC Global") deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryDBC, 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 bearer form substantially in the form set forth in Exhibit B (the "Permanent DBC Global" and, together with the Temporary DBC Global, the "DBC Global") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with DBC, which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary DBC Global in an amount equal to the principal amount of the beneficial interest in the DBC Global transferred. The aggregate principal amount at maturity of the Offshore a DBC Global Notes may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary Depository or its nominee, as hereinafter herein provided. Notes which are offered and sold in reliance on Regulation D under the Securities Act to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A C (the "U.S. Physical Certificated Notes"). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the Offshore DBC Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A C (the "Offshore Physical Regulation S Certificated Notes"). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the DTC Global shall be in the form of the U.S. Certificated Note. The Offshore Physical Regulation S Certificated Notes and the U.S. Physical Certificated Notes are sometimes collectively referred to herein as the "Certificated Notes". The DTC Global and DBC Global are sometimes collectively herein referred to as the "Physical Global Notes". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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 officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Original 2013 Notes, Initial 2013 Notes, any Additional 2013 Notes (if issued as Transfer Restricted Notes) and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Original 2015 Notes, Initial 2015 Notes, any Additional 2015 Notes (if issued as Transfer Restricted Notes) and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Original Floating Rate Notes, Initial Floating Rate Notes, any Additional Floating Rate Notes (if issued as Transfer Restricted Notes) and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange 2013 Notes, any Additional 2013 Notes issued other than as Transfer Restricted Notes and the Trustee's certificate of authentication for each shall each be substantially in the form annexed hereto of EXHIBIT D hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange 2015 Notes, any Additional 2015 Notes issued other than as Exhibit A. Transfer Restricted Notes and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT E hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Floating Rate Notes, any Additional Floating Rate Notes issued other than as Transfer Restricted Notes and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT F hereto, which 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, agreements to which the Company Issuer or any Guarantor is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuer). Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "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 permanent global Notes issuable only in registered form substantially without interest coupons and only in the form set forth in Exhibit A (the "Offshore Global Notes") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company denominations of $1,000 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 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 Notes 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 Notesany integral multiples thereof." 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, the Exchange Notes and the Trustee's respective certificates of authentication relating 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 relating thereto shall be substantially in the form annexed hereto as of Exhibit A. B attached hereto, but shall bear the Private Placement Legend. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Notes offered and sold in reliance on Rule 144A and 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 notes in registered form, substantially in the form set forth in Exhibit A attached hereto (the each such Note, a "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit C attached hereto, and be duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit B attached hereto, 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 attached hereto. The aggregate principal amount of the U.S. a 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 or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for an interest 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 a 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 Offshore Global Notes Note pursuant to Section 2.14 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 attached hereto (the each such Note, a "U.S. Physical NotesNote"). Initial Notes issued pursuant offered and sold to Section 2.07 in exchange for interests in the Offshore Global Institutional Accredited Investors and Private Exchange Notes shall be issued in the form of permanent certificated Physical Notes in registered form substantially in the form set forth in Exhibit A (and Exhibit B, respectively, attached hereto, and shall bear 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 NotesPrivate Placement Legend." 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 Notes Initial Securities, the notation thereon relating to the Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes Exchange Securities, the notation thereon relating to the Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company Company, the Guarantors and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes Securities and the Guarantees, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes notes in registered form, in substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. 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 or its nomineeDepository, as hereinafter provided. Notes Securities 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") 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 offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Offshore Physical NotesSecurities"). Notes issued pursuant to Section 2.07 Securities offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes Securities in registered form form, in substantially in the form set forth in Exhibit A (the "Offshore U.S. Physical NotesSecurities"). The Offshore Physical Notes Securities and the U.S. Physical Notes Securities are sometimes collectively herein referred to as the "Physical NotesSecurities". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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 Notes and the Trustee's certificate of authentication Each Warrant Certificate shall be issued in registered form only, substantially in the form annexed hereto as of Exhibit A. The Notes Warrant Certificates may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (including CUSIP numbers) (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesCompany) and shall bear the legends required by Section 2.2. Each Note Warrant Certificate shall be dated the date of its authenticationcountersignature. The terms and provisions contained in the form of the Notes Warrant annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this IndentureWarrant Agreement. To the extent applicable, the Company, the Guarantors Warrant Agent and the TrusteeInitial Warrant Agent, by their execution and delivery of this IndentureWarrant Agreement, expressly agree to such terms and provisions and to be bound thereby. Notes Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesWarrants"), registered in the name of the Depositary or the nominee of the Depositary, deposited with the TrusteeInitial Warrant Agent, as custodian for the Depositary, duly executed by the Company and authenticated countersigned by the Trustee Warrant Agent and the Initial Warrant Agent as hereinafter provided. The aggregate principal amount number of Warrants represented by the U.S. Global Notes Warrant may from time to time be increased or decreased by adjustments made on the records of the TrusteeWarrant Agent or the Initial Warrant Agent, as applicable, 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes") deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given 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 nomineeHolder thereof, as hereinafter provided. Notes offered Warrants in definitive form may be issued in exchange for interests in the Global Warrant pursuant to such procedures as the Company and sold in reliance on Regulation D under the Securities Act Warrant Agent or the Initial Warrant Agent, as applicable, shall reasonably agree upon and shall be issued in the form of permanent certificated Notes Warrants 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 A. Ownership of beneficial interests in the Offshore Global Notes shall Warrants will be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes")limited to Participants or Indirect Participants. 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 definitive Notes Warrant Certificates 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 Warrants may be listed, all as determined by the Officers officers executing such NotesWarrant Certificates, as evidenced by their execution of such NotesWarrant Certificates.

Form and Dating. The Notes Initial Securities and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which is hereby --------- incorporated in and expressly made a part of this Indenture. The Notes Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in --------- and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its issuance, which shall be the date of its authentication. Each Security shall have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in the form set forth in Exhibits A and B hereto. ---------- - The terms and provisions contained in the form of the Notes Securities annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To ---------- - Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")hereto, deposited with the Trustee, as custodian for the DepositaryDepository, --------- duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C hereto. The aggregate --------- principal amount 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 Depositary or its nomineeDepository, 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") 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 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 Notes 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 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. Provisions relating to the Senior Secured Notes and the Senior Secured Exchange Securities are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The (i) Senior Secured Notes and the Trustee's ’s certificate of authentication and (ii) any Additional Senior Secured Notes (if issued as Senior Secured Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form annexed hereto of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The Senior Secured Exchange Securities shall be in substantially the form of Exhibit A hereto, as applicable, except that the Senior Secured Exchange Securities shall not contain the “Restricted Securities Legend”, as set forth in Exhibit A. A hereto. The Senior Secured Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company any Issuer or any Senior Secured Note Guarantor is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuers). Each Senior Secured Note shall be dated the date of its authentication. The terms Senior Secured Notes shall be issuable only in registered form without interest coupons and provisions contained in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The Global Senior Secured Securities shall be in registered form without interest coupons and the Definitive Securities shall be in registered form without interest coupons. Each Global Security shall represent such of the outstanding Senior Secured Notes as shall be specified in the form “Schedule of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part Exchanges of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially Interests in the form of one or more permanent global Notes in registered form, substantially in Global Security” attached thereto and each shall provide that it shall represent up to 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 Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Senior Secured Notes from time to time endorsed thereon and that the U.S. Global aggregate principal amount of outstanding Senior Secured Notes represented thereby may from time to time be increased reduced or decreased increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Secured Notes represented thereby shall be made by adjustments made on the records Trustee or the Registrar, at the direction 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes") deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated Holder thereof as required 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 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 Notes 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 Notes2.03 hereof." 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 Series A Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which those set forth in Exhibit A and Exhibit B. The Series B Notes and the Company is subject or usage. The Company Trustee's certificate of authentication 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 if any, shall be substantially in the Notes. form set forth in Exhibit C. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of US$1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, and the Company, the Guarantors Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Rule 144A Global NotesNote"), 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. 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 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 permanent a single temporary global Notes Note in registered form substantially in the form set forth in Exhibit A (the "Offshore Temporary Regulation S Global NotesNote") ), 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 (or, in the case of Additional Notes, 40 days after the later of the consummation of the offering of such Additional Notes or the date on which such Additional Notes were originally issued), upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit D(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 Trustee, as custodian for the Depositary. The aggregate principal amount of the Offshore Regulation S Global Notes Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to Section 2.6(g), Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act Act) ("Institutional Accredited Investors"), if any, shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Certificated Notes"). Notes issued pursuant to Section 2.07 2.6 in exchange for interests in the Offshore Rule 144A Global Notes Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Certificated Notes"), in the case of those issued in exchange for the Regulation S Global Note, and U.S. Certificated Notes, in the case of those issued in exchange for the Rule 144A Global Note. The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "Physical Certificated Notes". ." The U.S. Rule 144A Global Note and the Offshore Regulation S Global Note are sometimes referred to herein 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. 27- The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A hereto. The Private Exchange Notes 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 agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit EXHIBITS A AND B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 in the form of one or more permanent global Notes in registered formGlobal Notes, substantially in the form set forth in Exhibit EXHIBIT A (the "U.S. Global Notes"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in EXHIBIT C. 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 nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 EXHIBIT A (the "U.S. Physical NotesPHYSICAL NOTES"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that all of the time periods specified 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 Registration Rights Agreement 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 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 complied with 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 NotesCompany have been so complied with.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or DTC rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A A, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the CompanyIssuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes 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 DepositaryDTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the U.S. any 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 or its nomineeDTC, 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") 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 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 Notes 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 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 Officer executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Series A Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Series B Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum denominations of $1,000 and integral multiples thereof. The Series A Notes and the Series B Notes shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The terms and provisions contained in the form of the Notes and the notation thereon relating to the Subsidiary Guarantees annexed hereto as Exhibit A and Exhibit B and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold issued in reliance on Rule 144A global form shall be issued initially substantially in the form of one Exhibit A or more permanent global Exhibit B attached hereto, as applicable (including, in each case, the text referred to in the footnotes thereto). Notes issued in registered form, definitive form shall be substantially in the form of Exhibit A or Exhibit B attached hereto, as applicable (but without including the text referred to in the footnotes thereto). If required by the applicable procedures of the Depository, the Company may issue multiple Global Notes to represent the outstanding Notes, including separate Global Notes for Notes originally issued to (i) "qualified institutional buyers" (as defined in Rule 144 under the Securities Act), (ii) non-U.S. Persons in an offshore transaction under Regulation S of the Securities Act and (iii) institutional "accredited investors" (as defined in Rule 501(a) under the Securities Act). 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 Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The Original Notes shall be issued only in global form. EXECUTION AND AUTHENTICATION. One Officer shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. Each Subsidiary Guarantor shall execute its Subsidiary Guarantee in the manner set forth in Exhibit Section 10.07. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) the Series A Notes for original issue on the Issue Date up to the aggregate principal amount of $250,000,000 (the "U.S. Global Original Notes"), deposited (ii) Additional Series A Notes for original issue from time to time after the Issue Date in such principal amounts as may be set forth in a written order of the Company described in this sentence and (iii) the Exchange Notes from time to time for issue only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer, in each case upon a written order of the Company signed by two Officers, which written order shall specify (a) the amount of Notes to be authenticated and the date of original issue thereof, (b) whether the Notes are Series A Notes or Series B Notes, and (c) the amount of Notes to be issued in global form or definitive form. In the event that the Company delivers a written order to authenticate Additional Series A Notes, as contemplated in clause (ii) of the preceding sentence, such order shall be accompanied by an Officers' Certificate and an Opinion of Counsel confirming that the issuance of such Additional Series A Notes complies with the Trustee, as custodian for the Depositary, duly executed by the Company requirements of Section 4.09 hereof and authenticated by the Trustee as hereinafter providedall other applicable requirements of this Indenture. The aggregate principal amount of the U.S. Global Notes outstanding at any time may from time to time be increased or decreased by adjustments made on the records of the Trusteenot exceed (i) $250,000,000, plus (ii) such additional principal amounts as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall may be issued initially and authenticated pursuant to clause (ii) of this paragraph, except as provided 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") deposited with the Trustee, as custodian for the Depositary, duly executed by Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company and authenticated to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as hereinafter provided. The aggregate principal amount an Agent to deal with the Company or an Affiliate 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 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 Notes 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 NotesCompany." 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 the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes 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 agreements to which the Company is subject rule or depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication and shall show the date of its authentication. The additional terms and provisions contained in the form forms of the Notes and Guarantees, annexed hereto as Exhibit A Exhibits A, B and E, respectively, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.03 hereof. The aggregate principal amount of the U.S. 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 or its nominee, as hereinafter providedDepository. 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 represented upon issuance by a temporary Global Note, which will be exchangeable for certificated Notes in registered form in substantially in the form set forth in Exhibit A (the "Offshore Global Physical Notes") deposited with only upon the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount expiration of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on "40-day restricted period" within the records meaning of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Rule 903(c)(3) of Regulation S. Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form 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 Notes 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 the 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 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 Physical Notes may initially be listed, all registered in the name of the Depository or a nominee of such Depository and be delivered to the Trustee as determined by the Officers executing custodian for such Depository. Beneficial owners of Physical Notes, as evidenced by their execution however, may request registration of such NotesPhysical Notes in their names or the names of their nominees.

Form and Dating. The Notes Initial Securities, the notation thereon relating to the Guarantee and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. The Notes Exchange Securities, the notation thereon relating to the Guarantee and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or 39 -31- usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes Securities annexed hereto as Exhibit Exhibits A and B and the Guarantee shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesSecurity"), deposited with the Trustee, as custodian for The Depository Trust Company or its successors (the Depositary"Depository"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount 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 nomineeDepository, as hereinafter provided. Notes Securities 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") 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 offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Offshore Physical NotesSecurities"). Notes issued pursuant to Section 2.07 Securities offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes Securities in registered form form, in substantially in the form set forth in Exhibit A (the "Offshore U.S. Physical NotesSecurities"). The Offshore Physical Notes Securities and the U.S. Physical Notes Securities are sometimes collectively herein referred to as the "Physical NotesSecurities.". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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 Series A Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usagethose set forth in Exhibit A hereto. The Company 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 the NotesExhibit C hereto. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Rule 144A Global NotesNote"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount of the U.S. 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 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 permanent a single temporary global Notes Note in registered form form, substantially in the form set forth in Exhibit A (the "Offshore Temporary Regulation S Global NotesNote") deposited ), de- posited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount At any time following 40 days after the later of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records commencement of the Trusteeoffering of the Notes and the Issue Date, as custodian for upon receipt by the Depositary or its nominee, as hereinafter provided. Notes offered Trustee and sold in reliance on Regulation D under the Securities Act shall be issued Company of a duly executed certificate substantially in the form of Exhibit D(1) hereto, a single 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 Notes shall be in the form of permanent certificated Notes Note in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesPermanent 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 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 Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes". The U.S. Rule 144A Global Note and the Offshore Regulation S Global Note are sometimes referred to herein 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 Notes and the Trustee's --------------- certificate of authentication thereof shall be substantially sub- stantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors any Subsidiary Guarantor, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global 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 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. Initial 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 Global Notes in registered form substantially in the form set forth in Exhibit A (collectively, the "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. 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. Initial Notes offered and sold in reliance on Regulation D to Institutional Accredited Investors under the Securities Act shall be issued in the form of permanent certificated one or more Global Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical IAI 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 IAI Global Notes issued pursuant may from time to Section 2.07 in exchange time be increased or decreased by adjustments made on the records of the Trustee, as custodian for interests in the Offshore Global Depositary or its nominee, as hereinafter provided. Upon consummation of the Registration, the Exchange Notes shall be issued in the form of permanent certificated Notes in registered form Global Notes, substantially in the form set forth in annexed hereto as 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." A. 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. 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 Clearstream" and "Customer Handbook" of Clearstream shall be applicable to interests in the Global Notes that are held by the participants through Euroclear or Clearstream.

Form and Dating. The Notes and the Trustee's certificate of authentication authentication, in respect thereof, shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which Exhibit is part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Any such notations, legends or endorsements not contained in the Notesform of Note attached as Exhibit A hereto shall be delivered in writing to the Trustee. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, 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 offered and sold the Indenture, the Indenture controls. The Notes are being issued in reliance on Rule 144A shall two series, the Series A Notes and the Series B Notes. The Series A Notes are initially being issued pursuant to an exemption from registration under the Securities Act. After the initial issuance date of the Series A Notes, Series B Notes will 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 "U.S. Global Notes"), deposited with the Trustee, as custodian exchange for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate an equal principal amount of outstanding Series A Notes (i) pursuant to the U.S. Global Registered Exchange Offer (as defined in the Registration Rights Agreement), (ii) if a registration statement covering the resale of Series B Notes may from time has been declared effective, in which case the Series A Notes will be exchanged for Series B Notes immediately prior to time be increased or decreased by adjustments made on the records resale of Series B Notes pursuant to the registration statement, (iii) at the request 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. The aggregate principal amount Holder of the Offshore Global Series A Notes, immediately prior to the disposition of such Notes may from time pursuant 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 Rule 144 under the Securities Act shall Act, if the Holder of the Series A Notes delivers to the Trustee an Opinion of Counsel stating that as a result of such disposition, the Series A Notes being disposed of will no longer be issued in restricted securities within the form meaning of permanent certificated Rule 144 or (iv) if the Holder of the Series A Notes in registered form in substantially delivers to the form set forth in Exhibit Trustee an Opinion of Counsel stating that the Series A (Notes are no longer restricted securities within the "U.S. Physical Notes")meaning of Rule 144 under the Securities Act. Notes issued pursuant to Section 2.07 in exchange for interests in Upon any such exchange, the Offshore Global Series A Notes shall be cancelled 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 accordance with Section 2.11 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 Notesshall no longer be deemed outstanding for any purpose." 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 the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. 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 form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. 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 or its nomineeDepository, 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") 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 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. Offshore Physical Notes"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes 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 form, in substantially in the form set forth in Exhibit A (the "Offshore 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 U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global Notes." The definitive Physical Notes shall initially be typed, printed, lithographed registered in the name of the Depository or engraved or produced by any combination the nominee of these methods or may such Depository and be produced in any other manner permitted by delivered to the rules Trustee as custodian for such Depository. Beneficial owners of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Physical Notes, as evidenced by their execution however, may request registration of such NotesPhysical Notes in their names or the names of their nominees.

Form and Dating. The Notes Initial Securities, the notation thereon relating to the Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes Exchange Securities, the notation thereon relating to the Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depositary rule or usage. The Company Company, the Subsidiary Guarantors and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes Securities and the Guarantees, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more permanent global Notes notes in registered form, in substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), 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 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 nomineeDepositary, as hereinafter provided. Notes Securities 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") 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 offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Offshore Physical NotesSecurities"). Notes issued pursuant to Section 2.07 Securities offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes Securities in registered form form, in substantially in the form set forth in Exhibit A (the "Offshore U.S. Physical NotesSecurities"). The Offshore Physical Notes Securities and the U.S. Physical Notes Securities 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 NotesSecurities." 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.35 27

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be until the Assumption substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, by stock exchange agreements to which Escrow Subsidiary prior to the Company is Assumption and thereafter FelCor LP or the Guarantors are subject or by usage. The Company Escrow Subsidiary prior to the Assumption and thereafter FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Escrow Subsidiary prior to the CompanyAssumption and thereafter FelCor LP, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 (collectively, the "“U.S. Global Notes"”), deposited with the Trustee, as custodian for the Depositary, duly executed by Escrow Subsidiary prior to the Company Assumption and thereafter 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 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 shall be deposited with the Trustee, as custodian for the Depositary, duly executed by and the Company Registrar shall reflect on its books and authenticated by records the Trustee as hereinafter provided. The aggregate date and a decrease in the principal amount of the Temporary Offshore Global Notes may from time in an amount equal to time be increased or decreased by adjustments made on the records principal amount of the Trustee, as custodian for beneficial interest in the Depositary or its nominee, as hereinafter providedTemporary Offshore Global Notes transferred. 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 Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore “Off-shore 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 Notes and the Offshore Global Note Notes are sometimes referred to herein 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. Notwithstanding anything in Section 2.07 or Section 2.08 of this Indenture, prior to the date of the Assumption, beneficial interests in the Global Notes shall not be transferred to, or exchanged for, interests in a Physical Note without the consent of Escrow Subsidiary and the Trustee.

Form and Dating. The Initial Securities that are 9.25% Senior Notes due 2009, Series A-1 and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A-1 hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Initial Securities that are 9.25% Senior Notes due 2009, Series A-2 and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit A-2 hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. 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 form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")A-1 hereto, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C hereto. Securities offered and sold to the Accredited Investors shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-2 hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers 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 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 Depositary or its nomineeDepository, 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") 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 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 Notes 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 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 Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Subsidiary Guarantors existing on the Closing Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a one or more permanent global Notes, each in registered form, substantially in the form set forth in Exhibit A (individually and collectively, the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 one or more permanent global Notes, each in registered form, substantially in the form of Exhibit A (individually and collectively, the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 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 "U.S. “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 DepositaryDepository, duly executed by the Company Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes issued after the Closing 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 Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 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 nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 and bearing the applicable legends, if any, (the "U.S. “Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 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 Notes Initial Securities and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. 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 set forth in Exhibits A and B hereto. The terms and provisions contained in the form of the Notes Securities annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the CompanyIssuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")hereto, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C hereto. The aggregate principal amount 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 Depositary or its nomineeDepository, 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") 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 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 Notes 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 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. (a) The Notes Exchange Debentures and the Trustee's certificate of authentication of the Trustee or an authenticating agent appointed on its behalf pursuant to Section 2.02 shall be substantially in the form annexed hereto of Exhibit A hereto, bearing such legend as Exhibit A. is required pursuant to this Section 2.01. The Notes Exchange Debentures may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note Exchange Debenture shall be dated the date of its authentication. The Exchange Debentures shall be in denominations of $10,000 principal amount and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Exchange Debentures shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and to the extent applicable, the Company, the Guarantors Parent and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Exchange Debentures shall be issued initially in the form of one or more permanent global Notes Global Exchange Debentures in definitive, fully registered form, without interest coupons, substantially in the form set forth in of Exhibit A hereto, bearing such legend as is required pursuant to this Section 2.01 (the "U.S. Global NotesGLOBAL EXCHANGE DEBENTURES"), will be deposited with on the TrusteeExchange Date with, or on behalf of, the Depositary and registered in the name of Cede & Co., as custodian for nominee of the DepositaryDepositary (such nominee being referred to herein as the "GLOBAL EXCHANGE DEBENTURE HOLDER"), duly executed by the Company Parent and authenticated by the Trustee as hereinafter herein provided. The aggregate principal amount of the U.S. Global Notes Exchange Debentures 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 Any person having a beneficial interest 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") deposited with Exchange Debentures may, upon request to the Trustee, as custodian exchange such beneficial interest for the DepositaryExchange Debentures in definitive form (each a "CERTIFICATED EXCHANGE DEBENTURE"). Upon any such issuance, duly executed by the Company and authenticated by the Trustee as hereinafter providedis required to register such Exchange Debentures in the name of, and cause the same to be delivered to, such persons or persons (or the nominee of any thereof). 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 offered and sold in reliance on Regulation D under the Securities Act shall Such Exchange Debentures will be issued in fully registered form. In addition, if (i) Parent notifies the Trustee in writing that the Depositary is no longer willing or able to act as a depositary and Parent is unable to locate a qualified successor within 90 days or (ii) Parent, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Exchange Debentures, then, upon surrender by the relevant Global Exchange Debenture Holder of its Global Exchange Debentures, Certificated Exchange Debentures in such form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes will be issued pursuant to Section 2.07 in exchange for interests in the Offshore each person that such Global Notes 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 Exchange Debenture Holder and the Offshore Global Note are sometimes referred to herein Depositary identifies as being the "Global Notesbeneficial owner of the related Exchange Debentures." 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 the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A hereto, PROVIDED, that any Initial Notes issued in a public offering shall be substantially in the form of EXHIBIT B hereto. The Exchange Notes 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 agreements to which the Company is subject rule or depository rule or usage. The Company LNR and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. 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 form of the Notes annexed hereto as Exhibit EXHIBITS A AND B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors LNR and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold 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 EXHIBIT A (the each, a "U.S. Global NotesGLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company LNR and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in EXHIBIT C. The aggregate principal amount of the U.S. 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 or its nomineeDepositary, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to SECTION 2.16 may 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") 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 offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as 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 EXHIBIT A (the "U.S. Physical NotesPHYSICAL NOTES"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that all of the time periods specified 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 Registration Rights Agreement to as the "Physical Notes". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global Notesbe complied with by LNR have been so complied with." 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 Notes Initial Securities and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which is hereby --------- incorporated in and expressly made a part of this Indenture. The Notes Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly --------- made a part of this Indenture. The Securities may have notations, legends or endorsements (including the Security Guarantee) required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement (including the Security Guarantee) on the Notesthem. 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 form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")hereto, deposited with the Trustee, as custodian for the DepositaryDepository, --------- duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided with the Guarantees of the Guarantors endorsed thereon and shall bear the legend set forth in Exhibit C hereto. The aggregate principal amount 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 Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Security pursuant to Section 2.16 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 Physical Securities 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 Notes 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 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.A. ---------

Form and Dating. Certain provisions relating to the Initial Notes, the Private Exchange Notes, the Exchange Notes and the Additional Notes, if any, are set forth in the Rule 144A/Regulation S Appendix attached hereto (the "APPENDIX"), which is hereby incorporated in and expressly made a part of this Indenture. The Initial Notes and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT 1 to the APPENDIX, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes, the Private Exchange Notes and the Additional Notes, if any, and the Trustee's certificate of authentication thereof shall be substantially in the form of EXHIBIT A, which is hereby incorporated by reference and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock rule of any securities exchange agreements to or over-the-counter market on which the Company is subject such Notes are then listed or quoted, or usage. , in addition to those set forth on the APPENDIX and EXHIBIT A. The Company Issuer and the Trustee shall approve the form forms of the Notes and any notation, endorsement or legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit set forth in the APPENDIX and EXHIBIT A shall constitute, and are hereby expressly made, a part of the terms of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 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 Notes 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 Notessuch terms." 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, the Exchange Notes and the Trustee's respective certificates of authentication relating 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 relating thereto shall be substantially in the form annexed hereto as of Exhibit A. B attached hereto, but shall bear the Private Placement Legend. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes notes in registered form, substantially in the form set forth in Exhibit A attached hereto (the each such Note, a "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit C attached hereto, and be duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit B attached hereto, 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 attached hereto. The aggregate principal amount of the U.S. a 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 or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for an interest 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 a 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 Offshore Global Notes Note pursuant to Section 2.14 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 attached hereto (the each such Note, a "U.S. Physical NotesNote"). Initial Notes issued pursuant offered and sold to Section 2.07 in exchange for interests in the Offshore Global Institutional Accredited Investors and Private Exchange Notes shall be issued in the form of permanent certificated Physical Notes in registered form substantially in the form set forth in Exhibit Exhibits A (and B, respectively, attached hereto and shall bear 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 NotesPrivate Placement Legend." 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 Notes Series A Securities and the Trustee's ’s certificate of authentication thereof shall be substantially in the form annexed hereto as or Exhibit A. A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes Series B Securities and the Trustee’s certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes Securities, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Global Securities in registered form, substantially in the form set forth in Exhibit A (collectively, the "U.S. “Rule 144A Global Notes"Securities”). Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit A (collectively, the “Regulation S Global Securities” and, together with the Rule 144A Global Securities, the “Global Securities”)). The Global Securities will be deposited upon issuance with the Trustee, as custodian for the DepositaryDepository, duly executed by and shall bear the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit C. The aggregate principal amount of the U.S. any 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 nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions in reliance on Regulation S shall be issued initially certificated form in the form of one or more permanent global Notes limited circumstances permitted in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes") deposited with the Trusteethis Indenture, 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 offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. “Physical Notes"Securities”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 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 Notes Securities and the Trustee's certificate of authentication with respect thereto shall be substantially in the form annexed hereto of Exhibit A or Exhibit B hereto, as Exhibit A. the case may be. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the Interest Payment Dates and the Maturity Date. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit M hereto. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in their initial distribution in reliance on Rule 144A shall Regulation S may be initially issued initially in the form of one or more permanent global Notes temporary Global Securities in fully registered formform without interest coupons, substantially in the form set forth of Exhibit A with such applicable legends as are provided for in Exhibit A (or Exhibit C. Such temporary Global Securities may be registered in the "U.S. Global Notes"), name of the Depository or its nominee and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount provided (and the Guarantors shall execute the Guarantees thereon), for credit by the Depository to the respective accounts of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records beneficial owners of the TrusteeSecurities represented thereby (or such other accounts as they may direct), as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S provided that upon such deposit all such Securities shall be issued initially in credited to or through accounts maintained at the form Depository by or on behalf of one Euroclear or more permanent global Notes in registered form substantially in CEDEL. Until such time as the form set forth in Exhibit A Restricted Period (as defined below) shall have expired, such temporary Global Securities, together with their Successor Securities which are Global Securities other than the "Offshore Restricted Global Notes") deposited with the TrusteeSecurity, 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 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 Notes 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 a "Temporary Regulation S Global NotesSecurity." The definitive Notes After such time as the Restricted Period shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced have expired and the certifications referred to below 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.next succeeding paragraph shall have

Form and Dating. Provisions relating to the Initial Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes and the Trustee's ’s certificate of authentication and (ii) any Additional Notes and the Trustee’s certificate of authentication shall each be substantially in the form annexed hereto as of Exhibit A. A hereto, which 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, agreements to which the Company Issuer or any Subsidiary Guarantor is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuer). Each Note shall be dated the date of its authentication. The terms Notes shall be issuable only in registered form, without interest coupons, in minimum denominations of $2,000 and provisions contained integral multiples of $1,000 in the form excess thereof, provided that Notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by participants of the Depository in denominations of less than $2,000. Execution and Authentication . The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes annexed hereto as Exhibit A shall constitute, for original issue on the date hereof in an aggregate principal amount of $500,000,000 and are hereby expressly made, a part of this Indenture. To (b) subject to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery terms of this Indenture, expressly agree to such terms and provisions and Additional Notes in an aggregate principal amount to be bound therebydetermined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes offered to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and sold delivery instructions. Notwithstanding anything to the contrary in reliance on Rule 144A this Indenture, no Opinion of Counsel shall be issued initially required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the form Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more permanent global Notes in registered formauthenticating agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, substantially in a copy of which shall be furnished to the form set forth in Exhibit A (the "U.S. Global Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed Issuer. Unless limited by the Company and authenticated terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as hereinafter provided. The aggregate principal amount any Registrar, Paying Agent or agent for service 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 notices 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") 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 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 Notes 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 Notesdemands." 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 Notes Debentures, the Guarantee and the Trustee's ’s certificate of authentication thereon shall be substantially in the form annexed hereto as Exhibit A. A or Exhibit B, as applicable, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes Debentures may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes Debentures and any notation, legend or endorsement on the NotesDebentures. Each Note Debenture shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes Debentures annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes The Debentures will be offered and sold by the Company in reliance on Rule 144A exemptions from the prospectus requirements of applicable Canadian Securities Laws, in each case, subject to the restrictions on transfer set forth herein, and shall be issued initially in the form of one or more permanent global Notes Debentures in definitive, registered form, substantially in the form and bearing the restrictive legends set forth in Exhibit A (the "U.S. “Global Notes"Debentures”), deposited with registered in the Trustee, as custodian for name of the Depositarynominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Subject to the terms of this Indenture, the aggregate principal amount of the U.S. Global Notes Debentures 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") 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 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 Notes 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 definitive Notes Debentures 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 listedmanner, all as determined by the Officers executing such NotesDebentures, as evidenced by their execution of such NotesDebentures.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes 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 agreements to which the Company is subject rule or depository rule or usage. The Company Lennar and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Lennar and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold 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 each, a "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Lennar and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. 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 or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may 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") 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 offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as 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 "U.S. Physical Notes"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified 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 Registration Rights Agreement to as the "Physical Notes". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global Notesbe complied with by Lennar have been so complied with." 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 the Additional Notes and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Notes in registered form, substantially in the form set forth in Exhibit A hereto (the "U.S. Global Notes"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided 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 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 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 the U.S. any 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 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 nomineeDepository, as hereinafter provided. Notes offered and sold in reliance on Regulation D 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 issued, and Notes offered and sold in reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) may be issued, in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A hereto (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 the 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 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 Notes Series A Securities and the Trustee's ’s certificate of authentication thereof shall be substantially in the form of Exhibit A annexed hereto as hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Series B Securities and the Trustee’s certificate of authentication thereof shall be substantially in the form of Exhibit A. B annexed hereto, which 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 Guarantees) required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement (including notations relating to the Guarantees) on the NotesSecurities. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A 144A, Securities offered and sold to Institutional Accredited Investors and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes Global Securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by and shall bear the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit C. The aggregate principal amount of the U.S. any 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 nomineeDepository, 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") 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 Securities offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. “Physical Notes"Securities”). Notes issued pursuant to Section 2.07 All Securities offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes a Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time period specified in the Registration Rights Agreement to be complied with by the Company have been so complied with. Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary of the Company, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary of the Company (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer or Assistant Secretary of the Company whose signature is on a Security was an Officer or Assistant Secretary of the Company at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. Each Subsidiary Guarantor shall execute the Guarantee in the manner set forth in Section 10.06. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver (i) Series A Securities for original issue in the aggregate principal amount not to exceed $200,000,000, (ii) Series B Securities from time to time for issue only in exchange for a like principal amount of Series A Securities, and (iii) subject to Section 4.04 hereof, any amount of Additional Securities specified by the Company, in each case upon a written order of the Company. Such written order shall specify the amount of Securities to be authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities of such series authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as the Trustee to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form substantially without coupons in denominations of $1,000 and any integral multiple thereof, except as other denominations may be necessary as a result of a pro rata redemption or purchase of Securities required by the form set forth in Exhibit A (provisions of this Indenture and the "Offshore Physical Notes")Securities. The Offshore Physical Notes Company, any Subsidiary Guarantor, the Trustee and U.S. Physical Notes are sometimes collectively herein referred to any agent of the Company, any Subsidiary Guarantor or the Trustee may treat the Person in whose name any Security is registered as the "Physical Notes". The U.S. Global Note owner of such Security for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Offshore Global Note are sometimes referred Securities with respect to herein as record dates) interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the "Global Notes." The definitive Notes Company, any Subsidiary Guarantor, the Trustee nor any agent of the Company, any Subsidiary Guarantor or the Trustee shall be typed, printed, lithographed or engraved or produced affected by any combination of these methods or may be produced in any other manner permitted by notice to 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 Notescontrary.

Form and Dating. The Notes definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Except as indicated in the next succeeding paragraph, Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication authentication) shall be substantially issued initially in the form annexed hereto of one or more permanent global securities in registered form in substantially the form set forth in Exhibits A, A-1 and A-2 (each being herein called a "Global Security") deposited with the Trustee, as custodian for The Depository Trust Company ("DTC"), duly executed by the Company and authenticated by the Trustee as hereinafter provided, and each shall bear the legend set forth on Exhibit A. Subject to the limitation set forth in Section 2.02, the principal amounts of the Global 26 Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee, as custodian for DTC, as hereinafter provided. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication) originally issued and sold in reliance on any exemption from registration under the Securities Act other than Rule 144A shall be issued, and Securities originally offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated securities in registered form in substantially the form set forth in Exhibits A and A-1 ("Physical Securities"). The Notes Securities may also have such insertions, omissions, substitutions and variations as may be permitted by or consistent with this Indenture. The provisions of Exhibits A, A-1 and A-2 are part of this Indenture. The Securities may have notations, legends or and endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on them, subject to the Notesapplicable requirements, if any, of Section 2.06. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of Securities and the Notes annexed hereto as Exhibit A Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered The Series A Securities and sold in reliance on Rule 144A the Series B Securities shall be issued initially in the form considered collectively to be a single class for all purposes of one or more permanent global Notes in registered formthis Indenture, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")including, deposited with the Trusteewithout limitation, as custodian for the Depositarywaivers, duly executed by the Company amendments, redemptions and authenticated by the Trustee as hereinafter providedoffers to purchase. 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 Securities shall be issued initially in the form of one or more permanent global Notes issuable only in registered form substantially without coupons and only in the form set forth in Exhibit A (the "Offshore Global Notes") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company denominations of $1,000 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 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 Notes 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 Notesany integral multiple thereof." 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 Notes Securities and the Trustee's certificate certificates of authentication with respect thereto shall be substantially in the form set forth in Exhibit A or Exhibit B annexed hereto hereto, as Exhibit A. the case may be, 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 agreements rule, usage or agreement to which the Company is subject or usagesubject. The Company and the Trustee shall approve the form of the Notes Securities and any notation, notating legend or endorsement on the Notesthem. 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 form of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes The Initial Securities offered and sold in reliance on Rule 144A or to Institutional Accredited Investors shall be issued initially in the form of one or more permanent global Notes Global Securities in registered form, substantially in the form set forth in Exhibit A (collectively, and together with their Successor Securities, the "U.S. Restricted Global NotesSecurity"), with such applicable legends as are provided for in Exhibit A or Ex- hibit M, registered in the name of the Depository or its nominee and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). The aggregate principal amount of the U.S. Restricted 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 nomineeDepository, as hereinafter provided. Notes Securities offered and sold in offshore transactions their initial distribution in reliance on Regulation S shall may be initially issued initially in the form of one or more permanent global Notes temporary Global Securities in fully registered form without interest coupons, substantially in the form set forth in Exhibit A, with such applicable legends as are provided for in Exhibit A (or Exhibit M. Such temporary Global Securities shall be registered in the "Offshore Global Notes") name of the Depository or its nominee and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount , for credit by the Depository to the respective accounts of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records beneficial owners of the TrusteeSecurities represented thereby (or such other accounts as they may direct), as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the provided that upon such deposit all such Securities Act shall be issued credited to or through accounts maintained at the Depository by or on behalf of Euroclear or CEDEL. Until such time as the Restricted Period (as defined below) shall have expired, such temporary Global Securities, together with their Successor Securities which are Global Securities other than the Restricted Global Security, shall be referred to herein as a "Temporary Regulation S Global Security." After such time as the Restricted Period shall have expired and the certifications referred to below in the next succeeding paragraph shall have been provided, interests in such Temporary Regulation S Global Securities shall be exchanged for interests in like Global Securities, referred to herein collectively as the "Permanent Regulation S Global Security," substantially in the form of permanent certificated Notes in registered form in substantially the form Security set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange A, with such applicable legends as are provided for interests in the Offshore Global Notes 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. or Exhibit M. Such Permanent Regulation S Global Note and the Offshore Global Note are sometimes referred to herein as the "Global Notes." The definitive Notes Securities 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.regis- 48 -38-

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company Issuers, the Subsidiary Guarantors and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes and the Subsidiary Guarantees, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the CompanyIssuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes notes in registered form, in substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Trustee, as custodian for the Depositary or its nomineeDepository, 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") 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 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. Offshore Physical Notes"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes 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 form, in substantially in the form set forth in Exhibit A (the "Offshore 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 U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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. Provisions relating to the Initial Securities, the Private Exchange Securities and the Exchange Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the "Appendix") which is hereby incorporated in and expressly made part of this Indenture. The Notes Initial Securities and the Trustee's certificate of authentication shall be substantially in the form annexed hereto of Exhibit 1 to the Appendix which is hereby incorporated in and expressly made a part of this Indenture. Any subsequent series of Securities and the Trustee's certificate of authentication shall be in substantially the form of Exhibit A, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a resolution of the Board, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the written order of the Issuer in the form of an Officers' Certificate contemplated by Section 2.02 for the authentication and delivery of such Securities. The Exchange Securities, the Private Exchange Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A. A, which 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, agreements to which the Company Issuer is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuer). Each Note Security shall be dated the date of its authentication. The terms and provisions contained of the Securities set forth in the form Appendix and Exhibit A are part of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part terms of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 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 Notes 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 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 Notes Initial Notes, the notation thereon relating to the Guarantees and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A(1) hereto. The Exchange Notes, the notation thereon relating to the Guarantees and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT A(2) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depositary rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authenticationissuance. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit A EXHIBITS A(1) and A(2), shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 A(1) (the "U.S. Global NotesGLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, and shall bear the legend set forth in EXHIBIT B, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. 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 or its nomineeDepositary, 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") 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 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 A(1) (the "U.S. Physical NotesOFFSHORE PHYSICAL NOTES"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Act other than as described in the Offshore Global Notes 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 form, in substantially in the form set forth in Exhibit A A(1) (the "Offshore Physical NotesU.S. PHYSICAL NOTES"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical NotesPHYSICAL NOTES.". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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 the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes 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 agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthereon. Each Note shall be dated the date of 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 F hereto. --------- The terms and provisions contained in the form of the Notes annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of ---------------- this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form144A, 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 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 to institutional "accredited investors" (as defined in offshore transactions 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 in the form of one or more permanent global Notes in registered form Global Notes, substantially in the form set forth in Exhibit A (the "Offshore Global Notes") A, deposited with the Trustee, as --------- custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the Offshore Global Notes may --------- from time to time be increased or decreased de- creased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in reliance on Regulation D under the Securities Act shall 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 (the "U.S. Physical --------- -------- Notes"). ----- All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of -------- ------- the time periods specified in the form set forth in Exhibit A (Registration Rights Agreement to be complied with by 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 Company and the Offshore Global Note are sometimes referred to herein as the "Global NotesGuarantors have been so complied with." 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 Notes Series A Securities and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto, --------- which is hereby incorporated in and expressly made a part of this Indenture. The Notes Series B Securities and the -25- Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a --------- part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. 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 form of the Notes Securities, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of ---------------- this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A and Securities offered and sold to institutional "accredited investors" (as defined in 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 Global Securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesSecurities"), --------- ----------------- deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by and shall bear the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit C. The aggregate principal amount of the U.S. any 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 nomineeDepository, as hereinafter provided. Notes Securities 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 certificated Securities in registered form substantially in the form set forth in Exhibit A (the "Offshore Global NotesPhysical Securities") 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 --------- ---------------------------- Securities offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesSecurities"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 Securities and the U.S. Physical Notes Securities 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 NotesSecurities." 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 Fixed Rate Notes and the Trustee's ’s certificate of authentication relating thereto shall be substantially in the form annexed of Exhibit A hereto as and the Floating Rate Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A. B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthereon. Each Note shall be dated the date of 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 F hereto. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 of the Securities Act shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Notes, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")or Exhibit B, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. 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 nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 or Exhibit B (the "U.S. “Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 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 Notes Securities and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. The Notes Securities may have --------- notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A 144A, Securities transferred after the initial resale thereof to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes Global Securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")A, deposited with the --------- Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount 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 Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Security pursuant to Section 2.16 may 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") 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 Securities offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesSecurities"). Notes issued pursuant to Section 2.07 --------- ------------------- All Securities offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all -------- ------- of the time periods specified in the form set forth in Exhibit A (Registration Rights Agreement to be complied with by 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 Company and the Offshore Global Note are sometimes referred to herein as the "Global NotesSubsidiary Guarantors have been so complied with." 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 Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "U.S. Restricted 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. Restricted 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 global Notes in registered form substantially in the form set forth in Exhibit A (the "Regulation 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 Regulation 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 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 Restricted Global Notes and the Regulation S Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A hereto (the "Offshore Physical Restricted Definitive Notes" and the "Regulation S Definitive 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 Note and the Offshore Global Note are sometimes referred to herein 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 Notes Debentures and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes Debentures may have notations, legends or endorsements required by law, law or stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notessubject. Each Note Debenture shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes Debentures annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Debentures in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesDebentures"), 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 Debentures 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 Debentures offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent temporary global Notes Debentures in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global NotesDebentures") ), 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 Debentures 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 At any time after the 40th day following the later of commencement of the offering of the Debentures and sold in reliance on Regulation D under the Securities Act shall be issued Issue Date, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more 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 Notes shall be in the form of permanent certificated Notes global Debentures in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Physical NotesGlobal Debentures"). The ; and together with the Temporary Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as Global Debentures, the "Physical NotesOffshore Global Debentures". The U.S. Global Note ) duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Note are sometimes referred Debentures in an amount equal to herein as the "principal amount of the beneficial interest in the Temporary Offshore Global NotesDebentures transferred." 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 Notes and the Trustee's certificate Securities of authentication each series shall be substantially in the such form annexed hereto or forms (not inconsistent with this Indenture) as Exhibit A. The Notes shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have notations, imprinted or otherwise reproduced thereon such legend or legends or endorsements required by lawendorsements, stock exchange agreements to which not inconsistent with the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the Officer executing such Securities as evidenced by their execution of the Securities. To the extent applicable, any provisions of any Security conflict with the Company, the Guarantors and the Trustee, by their execution and delivery express provisions of this Indenture, expressly agree to such terms the provisions of this Indenture shall govern and provisions and to be bound therebycontrol. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Securities in registered form, substantially in the form set forth in Exhibit A attached to an indenture supplemental hereto (the "“U.S. Global Notes"Securities”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount 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 Depositary or its nominee, as hereinafter provided. Notes Securities 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 Securities in registered form substantially in the form set forth in Exhibit A attached to an indenture supplemental hereto (the "“Offshore Global Notes") Securities”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes Securities may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. Notes offered and sold Securities that are transferred to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation D under the Securities Act S) shall be issued in the form of permanent certificated Notes Certificated Securities in registered form in substantially the form set forth in Exhibit A attached to an indenture supplemental hereto (the "“U.S. Physical Notes"Securities”). Notes Securities issued pursuant to Section 2.07 2.10 hereof in exchange for interests in the U.S. Global Securities shall be in the form of U.S. Physical Securities. Securities issued pursuant to Section 2.10 hereof in exchange for interests in Offshore Global Notes Securities shall be in the form of permanent certificated Notes Certificated Securities in registered form in substantially in the form set forth in Exhibit A attached to an indenture supplemental hereto (the "“Offshore Physical Notes"Securities”). The Offshore Physical Notes Securities and U.S. Physical Notes Securities are sometimes collectively herein referred to as the "“Physical Notes". Securities.” The U.S. Global Note Securities and the Offshore Global Note Securities are sometimes referred to herein as the "“Global NotesSecurities." The definitive Notes ” Physical Securities 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 Securities may be listed, all as determined by the Officers Officer executing such NotesSecurities, as evidenced by their its execution of such NotesSecurities.

Form and Dating. The Notes and the Trusteeauthentication agent's certificate of authentication shall be until the Assumption substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, by stock exchange agreements to which Escrow Subsidiary prior to the Company is Assumption and thereafter FelCor LP or the Guarantors are subject or by usage. The Company Escrow Subsidiary prior to the Assumption and thereafter FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Escrow Subsidiary prior to the CompanyAssumption and thereafter FelCor LP, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 (collectively, the "“U.S. Global Notes"”), deposited with the TrusteeRegistrar, as custodian for the Depositary, duly executed by Escrow Subsidiary prior to the Company Assumption and thereafter FelCor LP and authenticated by the Trustee authenticating agent 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 TrusteeRegistrar, 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 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 Trustee, Registrar as custodian for the Depositary, duly executed by and the Company Registrar shall reflect on its books and authenticated by records the Trustee as hereinafter provided. The aggregate date and a decrease in the principal amount of the Temporary Offshore Global Notes may from time in an amount equal to time be increased or decreased by adjustments made on the records principal amount of the Trustee, as custodian for beneficial interest in the Depositary or its nominee, as hereinafter providedTemporary Offshore Global Notes transferred. 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 Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore “Off-shore 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 Notes and the Offshore Global Note Notes are sometimes referred to herein 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. Notwithstanding anything in Section 2.07 or Section 2.08 of this Indenture, prior to the date of the Assumption, beneficial interests in the Global Notes shall not be transferred to, or exchanged for, interests in a Physical Note without the consent of Escrow Subsidiary.

Form and Dating. Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in and expressly made part of this Indenture. The Initial Notes and the Trustee's ’s certificate of authentication with respect thereto shall be substantially in the form annexed hereto as forms of Exhibit A. A to the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the forms of Exhibit B to the Appendix, which 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, agreements to which the Company is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesCompany). Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit set forth in the Appendix and Exhibits A shall constitute, and B to the Appendix are hereby expressly made, a part of the terms of this Indenture. To Execution and Authentication. On the extent applicableIssue Date, the CompanyTrustee shall authenticate and deliver $365,000,000 aggregate principal amount of 7.5% Senior Notes due 2017 and, at any time and from time to time thereafter, the Guarantors Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and an Assistant Secretary of the Company (each an “Authentication Order”). Such order shall specify the amount of the Notes to be authenticated and the Trustee, by their execution and delivery date on which the original issue of this Indenture, expressly agree to such terms and provisions and Notes is to be bound therebyauthenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes only in registered form, substantially without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Officer signing the Notes for the Company may do so either by way of a manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as the Registrar, or any Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository (as defined in the Appendix), as the case may be, in the form set forth in Exhibit A (the "U.S. Global Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed provided 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 act 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") deposited accordance 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 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 Notes 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 Notessuch letter." 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 Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, law or stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "U.S. Global NotesGLOBAL 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Global NotesOFFSHORE 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 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 Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesOFFSHORE 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 Notes and the Offshore Global Note Notes are sometimes referred to herein 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 Notes and the Trustee's certificate of authentication authentication, in respect thereof, shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which Exhibit is part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Any such notations, legends or endorsements not contained in the Notesform of Note attached as Exhibit A hereto shall be delivered in writing to the Trustee. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, 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 offered and sold the Indenture, the Indenture controls. The Notes are being issued in reliance on Rule 144A shall two series, the Series C Notes and the Series D Notes. The Series C Notes are initially being issued pursuant to an exemption from registration under the Securities Act. After the initial issuance date of the Series C Notes, Series D Notes will 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 "U.S. Global Notes"), deposited with the Trustee, as custodian exchange for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate an equal principal amount of outstanding Series C Notes (i) pursuant to the U.S. Global Registered Exchange Offer (as defined in the Registration Rights Agreement), (ii) if a registration statement covering the resale of Series D Notes may from time has been declared effective, in which case the Series C Notes will be exchanged for Series D Notes immediately prior to time be increased or decreased by adjustments made on the records resale of Series D Notes pursuant to the registration statement, (iii) at the request 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. The aggregate principal amount Holder of the Offshore Global Series C Notes, immediately prior to the disposition of such Notes may from time pursuant 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 Rule 144 under the Securities Act shall Act, if the Holder of the Series C Notes delivers to the Trustee an Opinion of Counsel stating that as a result of such disposition, the Series C Notes being disposed of will no longer be issued in restricted securities within the form meaning of permanent certificated Rule 144 or (iv) if the Holder of the Series C Notes in registered form in substantially delivers to the form set forth in Exhibit A (Trustee an Opinion of Counsel stating that the "U.S. Physical Notes")Series C Notes are no longer restricted securities within the meaning of Rule 144 under the Securities Act. Notes issued pursuant to Section 2.07 in exchange for interests in Upon any such exchange, the Offshore Global Series C Notes shall be cancelled 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 accordance with Section 2.11 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 Notesshall no longer be deemed outstanding for any purpose." 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 Original Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed of Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture; provided, that Exchange Notes issued in the Exchange Offer shall not bear the legend set forth in Exhibit A hereto as indicated by footnote 2 thereto; provided, further, that Exchange Notes issued in either the Exchange Offer or the Private Exchange shall not contain any reference to Liquidated Damages and shall not include paragraph 19 of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by this Indenture, law, stock exchange agreements to which the Company is subject rule, depository rule or usage. The Company shall approve the form of the Notes and any Any such notation, legend or endorsement on shall be delivered in writing to the NotesTrustee by the Company. Each Note shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A A, shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such terms and provisions and to be bound thereby. Original Notes offered and sold to "qualified institutional buyers" (as defined in reliance on Rule 144A under the Securities Act) ("QIBs") in accordance with Rule 144A under the Securities Act ("Rule 144A") as provided in the Purchase Agreement, shall be issued initially in the form of one or more a permanent global Notes in registered form, Global Note substantially in the form set forth in Exhibit A (including the "U.S. Global Notes"text set forth in footnote 1 thereto and the additional schedule referred to therein, but excluding the text set forth in footnote 3 thereto), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee for the Depositary, as hereinafter provided. The Global Note (which may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate) will represent Original Notes sold to QIBs (the "QIB Global Note"). Original Notes offered and sold in reliance on Regulation S, if any, shall be issued initially in the form of one Global Note (the "Temporary Regulation S Global Note") having a different CUSIP number than that of the QIB Global Note substantially in the form set forth in Exhibit A (including the text set forth in footnotes 1 and 3 thereto and the additional schedule referred to therein), deposited with the Trustee, as custodian for the Depositary, duly executed by the The aggregate principal amount of the U.S. each 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 or its nominee, as hereinafter provided. Transfers of Original Notes offered and sold from QIBs to institutional "Accredited Investors" (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("IAIs"), or persons who acquire an interest in offshore transactions in reliance on the Original Notes pursuant to 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 Regulation S Purchasers"), or from Regulation S Purchasers to QIBs, will be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes") deposited with ; provided, however, that such increases or decreases in the amount of Global Notes shall be made by the Trustee, as custodian for Note Custodian, in accordance with the Depositary, duly executed instructions given by the Company and authenticated Holder thereof as required by Section 2.06 hereof. To the extent permitted by the Trustee as hereinafter provided. The aggregate principal amount terms of the Offshore Global 9-7/8% Notes may from time to time be increased or decreased by adjustments made on and the records of indenture governing the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 9-7/8% 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 Notes9-7/8% Indenture"). Notes issued pursuant to , all obligations owing under this Indenture and the Notes, including interest accruing after the occurrence of an event described in clause (5) or (6) of Section 2.07 in exchange for interests in 6.01 of the Offshore Global Notes Indenture, shall be in constitute "Specified Senior Indebtedness" or similarly-designated indebtedness under 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 9-7/8% Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes". The U.S. Global Note 9-7/8% Indenture and the Offshore Global Note are sometimes referred to herein 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 under any other manner permitted by existing or future subordinated indebtedness of 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 NotesCompany.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent 27 21 applicable, the Company, the Guarantors Company 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 offered and sold in reliance on Rule 144A 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 "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. Each Global Notes Note shall bear such legends as may from time to time be increased required or decreased reasonably requested 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 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 Notes 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 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. Each Global Note shall also bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.06 OF THE INDENTURE.

Form and Dating. The aggregate principal amount of Units and Notes that may be issued under this Indenture is unlimited. The Initial Units, the Notes forming the Initial Units and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A hereto. The Exchange Units, the Notes forming the Exchange Units and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT B hereto. The Units may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes Each Unit and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The Notes comprising a Unit are not separable and are transferable only as that Unit. The terms and provisions contained in the form of Units and the Notes annexed hereto as Exhibit EXHIBIT A and EXHIBIT B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Subsidiary Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Units offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Units in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesGLOBAL UNITS"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and the Subsidiary Issuer and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth on EXHIBIT C. The aggregate principal amount of the U.S. Global Notes any Note forming a part of a Unit 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, Trustee as hereinafter provided. Notes Units 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") Units deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and the Subsidiary Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of provided and shall bear the Offshore Global Notes may from time to time be increased legend set forth on EXHIBIT C 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 Units in registered form set forth in EXHIBIT A (the "OFFSHORE PHYSICAL UNITS"). Units 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 Units offered and sold in reliance on Rule 144A may be issued, in the form of certificated Units in registered form in substantially the form set forth in Exhibit EXHIBIT A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesPHYSICAL UNITS"). The Offshore Physical Notes Units and the U.S. Physical Notes Units are sometimes collectively herein referred to as the "Physical NotesPHYSICAL UNITS". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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 Series A Notes and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit A annexed hereto as hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Series B Notes and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit A. B annexed hereto, which 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 agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. Notes offered and sold in reliance on Rule 144A and to Institutional Accredited Investors 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, deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit C. 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 offshore transactions in reliance on Regulation S shall be issued in the form of certificated Notes in registered form, substantially in the form set forth in Exhibit A (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 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." The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and to the extent applicable, applicable the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. 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 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 Notes 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 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 the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit C, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. 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 or its nomineeDepository, 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") 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 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. Offshore Physical Notes"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes 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 form, in substantially in the form set forth in Exhibit A (the "Offshore 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 U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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 Notes Securities and the Trustee's certificate of authentication shall be substantially in the form annexed of Exhibit A hereto as and the Exchange Notes --------- and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A. B. The Notes Securities may have notations, legends or endorsements --------- required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Global Securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")A, deposited --------- with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in S ection 2.14 (the "Rule 144A Global Security"). Securities ------------------------- offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities 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 Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Exhibit C (the "Regulation S Global Security"). The aggregate principal amount 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 Depositary or its nomineeDepository, as hereinafter provided. Notes offered Through and sold in offshore transactions in reliance on Regulation S shall be issued initially in including the form 40th day after the later of one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A commencement of the Offering and the Issue Date (the "Offshore Restricted Period"), ----------------- beneficial interests in the Regulation S Global Notes") deposited Security may be held only through Euroclear and Cedel (as indirect participants in The Depository Trust Company), unless transferred to a Person that takes delivery through a Rule 144A Global Security in accordance with Section 2.16. Securities issued in exchange for interests in 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 Securities pursuant to Section 2.16 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 Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesSecurities")) and shall ------------------- bear the Private Placement Legend. Notes issued pursuant to Section 2.07 All Securities offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially in a Global Security until the form set forth in Exhibit A (consummation of the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred Exchange Offer pursuant to as the "Physical Notes". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global NotesRegistration Rights Agreement." 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 the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A hereto. The Private Exchange Notes 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 agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit EXHIBITS A AND B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 Regula- tion S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Notes, substantially in the form set forth in Exhibit EXHIBIT A (the "U.S. Global Notes"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in EXHIBIT C. 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 nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 EXHIBIT A (the "U.S. Physical NotesPHYSICAL NOTES"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that all of the time periods specified 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 Registration Rights Agreement 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 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 complied with 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 NotesCompany have been so complied with.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed of EXHIBIT A-1 hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT A-2 hereto. The PIK Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT A-1 hereto as Exhibit A. if the PIK Notes are Restricted Securities when issued, and the PIK Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT A-2 hereto if the PIK Notes are not Restricted Securities when issued. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. 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 E hereto. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A EXHIBITS A-1 AND A-2, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The rights of the Holders under this Indenture, the Notes and the Security Documents shall be subject to the terms of the Intercreditor Agreement. Initial Notes offered and sold in reliance originally issued on Rule 144A the Issue Date to Qualified Institutional Buyers and Initial Notes offered and originally issued on the Issue Date to Accredited Investors shall each 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 EXHIBIT A-1 (the "U.S. Global NotesGLOBAL NOTES"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in the second paragraph of Section 2.15. 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 nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 EXHIBIT A-1 (the "U.S. Physical NotesPHYSICAL NOTES"). Initial Notes offered and originally issued on the Issue Date to Persons who are not QIBs or Accredited Investors, and Initial Notes issued pursuant to Section 2.07 in exchange for interests in upon the Offshore Global Notes exercise of the CEO Note Options, shall be issued in the form of permanent certificated Notes in registered form one or more Physical Notes, substantially in the form set forth in Exhibit A EXHIBIT A-1, duly executed by the Issuer (and having an executed Guarantee endorsed thereon) and authenticated by the "Offshore Trustee as hereinafter provided and shall bear the legend set forth in the initial paragraph of Section 2.15. PIK Notes issued in lieu of cash interest payments with respect to any 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 definitive Notes shall be typedissued in the form of Physical Notes. PIK Notes issued in lieu of cash interest payments with respect to Global Notes shall be issued in the form of Global Notes. The Initial Notes, printedthe Exchange Notes and the PIK Notes shall be treated as a single class or series of Notes for purposes of determining whether Holders of the requisite principal amount of Notes have given any notice, lithographed consent or engraved waiver or produced by any combination of these methods or may be produced in taken any other manner action 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 Noteshereunder.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A hereto. The Exchange Notes, the 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 agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthereon. Each Note shall be dated the date of 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 form of the Notes annexed hereto as Exhibit EXHIBITS A AND B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 144A, and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Notes, substantially in the form set forth in Exhibit EXHIBIT A (the "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. pro- vided and shall bear the legend set forth in EXHIBIT C. The aggregate principal amount of the U.S. 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 or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may 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") 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 offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as 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 EXHIBIT A, with respect to Initial Notes, and EXHIBIT B, with respect to Exchange Notes (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 each case, the "Physical Notes". The U.S. .) 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 Registration Rights Agreement; PROVIDED, HOWEVER, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company and the Offshore Global Note are sometimes referred to herein as the "Global NotesSubsidiary Guarantors have been so complied with." 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 Notes Initial Securities and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes Exchange Securities and the Trustee's certifi- cate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. 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 form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes 144A Global Securities and Securities offered and sold in registered formreliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")hereto, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C hereto. The aggregate principal amount 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 Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on The Restricted Period for the Regulation S Temporary Global Security shall be issued initially in terminated upon 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") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated receipt by the Trustee as hereinafter providedof (i) a written certificate from the Depository, together with copies of certificates from the Euroclear System and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Security (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Security or an IAI Global Security) and (ii) receipt of an Opinion of Counsel. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in the Regulation S Permanent Global Security. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Offshore Regulation S Temporary Global Notes Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Trustee and the Depositary Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Notes offered The provisions of the "Operating Procedures of the Euroclear System" and sold in reliance on Regulation D under "Terms and Conditions Governing Use of Euroclear" and the Securities Act "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be issued in the form applicable to transfers 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 beneficial interests in the Offshore Regulation S Temporary Global Notes 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 Security and the Offshore Regulation S Permanent Global Note Security that are sometimes referred to herein as the "Global Notesheld by participants through Euroclear or Cedel Bank." 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 Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A(1) hereto. The Exchange Notes, the notation thereon relating ------------ to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A(2) hereto. The Notes may have ------------ notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. Each Note shall be dated the date of its authenticationissuance. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit A Exhibits A(1) and A(2) shall constitute, and are hereby ------------- ---- expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Subsidiary Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance of 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 A(1) (the a "U.S. Global NotesNote"), deposited with the Trustee, as custodian for ----------- the DepositaryDepository, and shall bear the legend set forth in Exhibit B, duly executed --------- by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. any 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 or its nomineeDepository, as hereinafter provided. 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 permanent certificated Notes in registered form, in substantially the form set forth in Exhibit A(1) (the "U.S. Physical Notes"). ------------ ------------------- 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") 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 offered and sold in reliance on Regulation D under the Securities Act shall also 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 Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A A(1) (the "Offshore Physical ------------ ----------------- Notes"). The Offshore Physical Notes and the 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 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 the Trustee's ’s certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes 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 agreements to which the Company is subject rule or depositary rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold 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 "U.S. each, a “Global Notes"Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. a 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 or its nomineeDepositary, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may 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") 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 offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as 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 "U.S. “Physical Notes"”). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified 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 Registration Rights Agreement 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 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 complied with 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 NotesCompany have been so complied with.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A(1) hereto. The Exchange Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A(2) hereto. The Notes may have notations, 23 legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 the Notesthem. Each Note shall be dated the date of its authenticationissuance. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit A Exhibits A(1) and A(2), shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Subsidiary Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 A(1) (the "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit B, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. 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 or its nomineeDepository, 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") 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 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 A(1) (the "U.S. Offshore Physical Notes"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes 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 form, in substantially in the form set forth in Exhibit A A(1) (the "Offshore 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 U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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 the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes 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 agreements to which the Company is subject rule or depository rule or usage. The Company LNR and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. 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 form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors LNR and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold 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 each, a "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company LNR and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. 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 or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may 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") 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 offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as 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 "U.S. Physical Notes"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified 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 Registration Rights Agreement to as the "Physical Notes". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "Global Notesbe complied with by LNR have been so complied with." 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 Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Subsidiary Guarantors existing on the Closing Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes, each in registered form, substantially in the form set forth in Exhibit A (individually and collectively, the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 one or more permanent global Notes, each in registered form, substantially in the form of Exhibit A (individually and collectively, the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 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 "U.S. “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 DepositaryDepository, duly executed by the Company Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes issued after the Closing 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 Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 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 nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 and bearing the applicable legends, if any, (the "U.S. “Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 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 Notes Initial Securities and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes Exchange Securities and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesCompany). Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Securities set forth in Exhibit A shall constitute, and Exhibit B are hereby expressly made, a part of the terms of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on upon Rule 144A shall or in offshore transactions in reliance upon Regulation S will initially be issued initially in the form of one or more permanent global Notes Securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.11 hereof. The aggregate principal amount of the U.S. 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 or its nomineeDepositary. Subsequent to the initial issuance of the Global Note, as hereinafter provided. Notes offered and sold in offshore transactions physical certificates for notes transferred in reliance on Regulation S any exemption from registration under the Securities Act, other than as described in the preceding paragraph, 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") 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 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 A, subject to the Company's and the Trustee's right prior to any such transfer to require the delivery of an Opinion of Counsel, certifications and/or other information satisfactory to each of them (the "U.S. Physical Notes"). Physical Notes issued pursuant to Section 2.07 in exchange for interests may initially be registered in the Offshore Global Notes shall name of the Depositary or a nominee of such Depositary and be in delivered to the form Trustee as custodian for such Depositary. Beneficial owners of permanent certificated Physical Notes, however, may request registration of such Physical Notes in registered form substantially in their names or 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 Notesnames of their nominees." 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. Provisions relating to the Senior Secured Notes and the Senior Secured Exchange Securities are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The (i) Senior Secured Notes and the Trustee's ’s certificate of authentication and (ii) any Additional Senior Secured Notes (if issued as Senior Secured Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form annexed hereto of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The Senior Secured Exchange Securities shall be in substantially the form of Exhibit A hereto, as applicable, except that the Senior Secured Exchange Securities shall not contain the “Restricted Securities Legend”, as set forth in Exhibit A. A hereto. The Senior Secured Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company any Issuer or any Senior Secured Note Guarantor is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuers). Each Senior Secured Note shall be dated the date of its authentication. The terms Senior Secured Notes shall be issuable only in registered form without interest coupons and provisions contained in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Global Senior Secured Securities shall be in registered form without interest coupons and the Definitive Securities shall be in registered form without interest coupons. Each Global Security shall represent such of the outstanding Senior Secured Notes as shall be specified in the form “Schedule of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part Exchanges of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially Interests in the form of one or more permanent global Notes in registered form, substantially in Global Security” attached thereto and each shall provide that it shall represent up to 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 Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Senior Secured Notes from time to time endorsed thereon and that the U.S. Global aggregate principal amount of outstanding Senior Secured Notes represented thereby may from time to time be increased reduced or decreased increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Secured Notes represented thereby shall be made by adjustments made on the records Trustee or the Registrar, at the direction 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes") deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated Holder thereof as required 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 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 Notes 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 Notes2.03 hereof." 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 Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 "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 permanent 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. The aggregate principal amount At any time following November 1, 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 may from time to time 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 increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or Depositary, and the Registrar shall reflect on its nominee, as hereinafter providedbooks 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. 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 Notes 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 Notes and the Offshore Global Note Notes are sometimes referred to herein 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 Notes Initial Securities and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. 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 Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in the form set forth in EXHIBITS A and B hereto. The terms and provisions contained in the form of the Notes Securities annexed hereto as Exhibit EXHIBITS A and B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Securities, substantially in the form set forth in Exhibit EXHIBIT A (the "U.S. Global Notes")hereto, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in EXHIBIT C hereto. The aggregate principal amount 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 Depositary or its nomineeDepository, 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") 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 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 Notes 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 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 Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes, the 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 agreements to which the Company is subject 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 the Notesthem. 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 form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit A Exhibits A, B and F, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold (i) in reliance on Rule 144A 144A, (ii) to Institutional Accredited Investors or (iii) in reliance on Regulation S, 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, 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 "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by 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 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 reliance on Regulation S (a "Regulation S Global Note"). The aggregate principal amount of the U.S. any 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 or its nomineeDepository, 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") 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. All Notes offered and sold in reliance on Regulation D under the Securities Act S shall be issued remain in the form of permanent certificated Notes in registered form in substantially a Global Note until the form set forth in Exhibit A (consummation of the "U.S. Physical Notes"). Notes issued Exchange Offer pursuant to Section 2.07 in exchange for interests the Registration Rights Agreement; provided, however, that all of the time periods specified in the Offshore Global Notes shall Registration Rights Agreement to be in complied with by 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 Company and the Offshore Global Note are sometimes referred to herein as the "Global NotesGuarantors have been so complied with." 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. (a) The Notes Initial Securities are being offered and sold by the Trustee's certificate Company to the Initial Purchasers pursuant to the Purchase Agreement. The Initial Securities will be resold initially by the Initial Purchasers only to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs"). The Initial Securities may thereafter be transferred only to QIBs for the period specified herein or in accordance with the procedure described herein. The Initial Securities will be offered and sold to QIBs in reliance on Rule 144A (each, a "Rule 144A Security" and collectively, the "Rule 144A Securities") in the form of authentication shall be a permanent global Security, without interest coupons, substantially in the form annexed hereto as of Exhibit A. The Notes may have notationsA, legends or endorsements required which is incorporated by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes reference and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, made a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form including appropriate legends as set forth in Exhibit A Section 2.1(c) (the "U.S. Rule 144A Global NotesSecurity"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Security may 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. The aggregate principal amount of the U.S. Rule 144A 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 DTC or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially Exchange Securities exchanged for interests 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") 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 offered and sold in reliance on Regulation D under the Securities Act shall Rule 144A Security will be issued in the form of a permanent certificated Notes in registered form in global Security 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 Notes shall be in the form of permanent certificated Notes in registered form substantially in Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the form Trustee as hereinafter provided, including the appropriate legend set forth in Exhibit A Section 2.1(c) (the "Offshore Physical NotesExchange Global Security"). The Offshore Physical Notes Exchange Global Security may 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. The Rule 144A Global Security and U.S. Physical Notes the Exchange Global Security 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 NotesSecurities." The definitive Notes Principal of and interest on the Securities shall be typedpayable at the office or agency of the Company maintained for such purpose in The City of New York, printed, lithographed or engraved at such other office or produced by any combination agency of these methods or the Company as may be produced maintained for such purpose pursuant to Section 2.3; provided, however, that at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in any other manner permitted the United States maintained by the rules payee. Payments in respect of any securities exchange on which Securities represented by a Global Security (including Principal, premium and interest) will be made by wire transfer of immediately available funds to the Notes may be listed, all as determined accounts specified by the Officers executing such Notes, as evidenced by their execution of such NotesDTC.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed attached hereto as 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 agreements to which the Company Issuer 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 Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed attached hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Each of the extent applicable, the CompanyIssuer, the Guarantors and the Trustee, 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. 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 offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth attached hereto in Exhibit A (the "“U.S. Global Notes"”), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuer 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 permanent global Notes in registered form substantially in the form set forth in attached hereto as 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 Issuer 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 in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. Notes offered and sold that are transferred to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation D under the Securities Act S) shall be issued in the form of permanent certificated Certificated Notes in registered form in substantially the form attached hereto as Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the U.S. Global Notes shall be in the form of U.S. Physical Notes. Notes issued pursuant to Section 2.07 hereof in exchange for interests in Offshore Global Notes shall be 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 Notes 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 Notes and the Offshore Global Note Notes are sometimes referred to herein as the "“Global Notes." The definitive ” 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 Officer executing such Notes, as evidenced by their its execution of such Notes.

Form and Dating. The Notes Series B Securities and Series C Securities, including the Trustee's certificate of authentication authentication, shall be substantially in the form annexed hereto as Exhibit A. set forth in Exhibits A-1 and A-2, respectively, which is incorporated in and forms a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of Securities and the Notes annexed hereto as Exhibit A Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors The Series B Securities and the Trustee, by their execution and delivery Series C Securities shall be considered collectively to be a single class for all purposes of this Indenture, expressly agree including, without limitation, waivers, amendments, redemptions and offers to such terms and provisions and to be bound therebypurchase. Notes Series B Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Global Securities in registered form, substantially in the form set forth in Exhibit A A-l (the "U.S. Global NotesSecurities"), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. Series C Securities (other than any constituting Private Exchange Notes) shall be issued initially in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit A-2, deposited with the Trustee, as custodian for the Depositary, duly executed by and shall bear the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit B. The aggregate principal amount of the U.S. any 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 nomineeDepository, 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") 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 Series B Securities offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph and any Series C Securities constituting Private Exchange Notes shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A A-l and Exhibit A-2, respectively (the "U.S. Physical NotesSecurities"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes 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 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 the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which is hereby --------- incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly --------- made a part of this Indenture. The Notes may have notations, legends or endorsements (including the Note Guarantee) required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement (including the Note Guarantee) on the Notesthem. 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 form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")hereto, --------- deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided with the Note Guarantees of the Guarantors endorsed thereon and shall bear the legend set forth in Exhibit C hereto. The aggregate principal amount 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 Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Security pursuant to Section 2.16 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 Physical Securities 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 Notes 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 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.A. ---------

Form and Dating. The Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject 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 NotesNotes 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. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A Exhibits A, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold 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 "U.S. Global NotesNote"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear all the legends set forth in Section 2.15. The aggregate principal amount of the U.S. 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 or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Note pursuant to Section 2.16 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 Notes 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 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.set

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A(1) hereto. The Exchange Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT A(2) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depositary rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authenticationissuance. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit A Exhibits A(1) and A(2), shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 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 A(1) (the "U.S. Global NotesGLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, and shall bear the legend set forth in EXHIBIT B, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. 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 or its nomineeDepositary, 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") 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 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 A(1) (the "U.S. Physical NotesOFFSHORE PHYSICAL NOTES"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Act other than as described in the Offshore Global Notes 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 form, in substantially in the form set forth in Exhibit A A(1) (the "Offshore Physical NotesU.S. PHYSICAL NOTES"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical NotesPHYSICAL NOTES.". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein 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 Notes Initial Securities and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements (including the Security Guarantee) required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement (including the Security Guarantee) on the Notesthem. 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 form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Global Securities and Securities offered and sold in registered formreliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes")hereto, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C hereto. The aggregate principal amount 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 Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Security pursuant to Section 2.16 may be issued initially in the form of one or more permanent global Notes Physical Securities in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes") deposited with the Trustee, as custodian hereto. The Restricted Period for the Depositary, duly executed by Regulation S Temporary Global Security shall be terminated upon the Company and authenticated receipt by the Trustee as hereinafter providedof (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Security (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Security or an IAI Global Security) and (ii) receipt of an Opinion of Counsel. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities. Simultaneously with the authentication of Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Offshore Regulation S Temporary Global Notes Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Trustee and the Depositary Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Notes offered The provisions of the "Operating Procedures of the Euroclear System" and sold in reliance on Regulation D under "Terms and Conditions Governing Use of Euroclear" and the Securities Act "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be issued in the form applicable to transfers 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 beneficial interests in the Offshore Regulation S Temporary Global Notes 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 Security and the Offshore Regulation S Permanent Global Note Security that are sometimes referred to herein as the "Global Notesheld by participants through Euroclear or Cedel Bank." 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 Notes Initial Notes, the notation thereon relating to the Guarantees and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes Exchange Securities, the notation thereon --------- relating to the Guarantees and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto. The Securities --------- may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form forms of the Notes Securities and any notation, legend or endorsement on the Notesthereon. Each Note Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit F hereto. Each Security shall be --------- dated the date of its authentication. The terms and provisions contained in the form of Securities and the Notes Guarantees annexed hereto as Exhibit A Exhibits A, B and F shall constitute, and are ------------------- hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A 144A, and Securities offered and sold in reliance on Regulation S, shall be issued initially in the form of one or more permanent global Notes notes in fully registered formform without interest coupons, substantially in the form set forth in Exhibit A (the each a --------- "U.S. Global NotesSecurity"), and shall be deposited with the Trustee, as custodian for ---------------- the Depositary, and registered in the name of a nominee of the Depositary. The Global Security shall bear the legend set forth in Exhibit C, and shall be duly --------- executed by the Company (and have an executed Guarantee from each of the Guarantors endorsed thereon) and shall be authenticated by the Trustee as hereinafter provided. The aggregate principal amount 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 nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests 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 a 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 Offshore Global Notes Security pursuant to Section 2.15 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 Securities in registered form in substantially the form set forth in Exhibit A --------- (the "U.S. Physical NotesSecurities"). Notes issued pursuant to Section 2.07 ) and shall bear the legend set forth in exchange for interests Exhibit A. ------------------- --------- All Securities offered and sold in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time -------- ------- periods specified in the form set forth in Exhibit A (Registration Rights Agreement to be complied with by 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 Company and the Offshore Global Note are sometimes referred to herein as the "Global NotesGuarantors have been so complied with." 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.