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 of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of included in Exhibit A hereto. The notation on each Note relating to the Subsidiary Guarantees shall be substantially in the form set forth on of Exhibit DA, the terms of which is a are incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnotes 1 and the “Schedule of Exchanges in the Global Note” attached 3 thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote footnotes 1 and 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit EXHIBIT A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Casella shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The Notes Each Note shall be have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in denominations the form of $2,000 and integral multiples of $1,000 above such amount thereof. EXHIBIT E. The terms and provisions contained in the Notes (including and the Guarantees) Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Companyextent applicable, Finance CoCasella, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern Notes offered and be controlling. sold in reliance on Rule 144 and Notes issued offered and sold in global form reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form of Exhibit A attached hereto set forth in EXHIBIT A, deposited with the Trustee, as custodian for the Depository, duly executed by Casella (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such having an executed Subsidiary Guarantee from each of the outstanding Notes Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall be specified therein and each shall provide that it shall represent bear the legends set forth in EXHIBIT B. The aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in accordance with instructions given by exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the Holder thereof as required by Section 2.06 hereofform of permanent certificated Notes in registered form in substantially the form set forth in EXHIBIT A (the "PHYSICAL NOTES").

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer shall approve the form of the Notes and any notation, legend or endorsement on them, 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. The Notes Each Note shall be have an executed Note Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in denominations the form of $2,000 and integral multiples of $1,000 above such amount thereof. Exhibit B. The terms and provisions contained in the Notes (including and the Guarantees) Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary GuarantorsIssuer, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form of set forth in Exhibit A attached hereto (including the Global Note Legend and the each a “Schedule of Exchanges in the Global Note” attached thereto”). Notes issued in definitive form shall be substantially in , deposited with the form of Exhibit A attached hereto Trustee, as custodian for the Depositary, duly executed by the Issuer (but without the Global and having an executed Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such Guarantee from each of the outstanding Notes Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall be specified therein and each shall provide that it shall represent bear the legend set forth in Exhibit C. The aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depositary, as hereinafter provided. Notes issued in accordance with instructions given by exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the Holder thereof as required by Section 2.06 hereofform of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the “Physical Notes”).

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the CompanyPartnership, Finance CoEl Paso Finance, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit Exhibits A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 1 thereto and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Senior Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Subsidiary Guarantees shall be substantially in the form set forth on of Exhibit DF attached hereto, the terms of which is are incorporated in and made a part of this Indenture. The Senior Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Senior Note shall be dated the date of its authentication. The Senior Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Senior Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Senior Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Senior Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend affixed thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Senior Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend affixed thereon and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Senior Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior 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 aggregate principal amount of outstanding Senior 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary Guarantors, Partnership and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Depositary 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.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of attached hereto as Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company 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 $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the form of the Notes (including the Guarantees) attached hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and Indenture. Each of the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if 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 in the form of one or more permanent global form shall be Notes in registered form, substantially in the form of attached hereto as Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges U.S. Global Notes”), registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes nominee of the Depositary, deposited with the Trustee, as shall be specified therein custodian for the Depositary, duly executed by the Company and each shall provide that it shall represent authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding the U.S. Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee, as appropriatecustodian for the Depositary or its nominee, to reflect exchanges as hereinafter provided. Notes offered and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease sold in reliance on Regulation S shall be issued initially in the form of Regulation S Temporary Global Notes. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Notes shall be exchanged for beneficial interests in the Regulation S Permanent Global Notes pursuant to Section 2.07 hereof and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Notes, the Trustee shall cancel any such Regulation S Temporary Global Notes. The aggregate principal amount of outstanding the Regulation S Global Notes represented thereby shall may from time to time be increased or decreased by adjustments made by in the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes that are transferred to Institutional Accredited Investors which are not QIBs (other than in accordance with instructions given offshore transactions in reliance on Regulation S) shall be issued in the form of permanent 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 Regulation S Permanent Global Notes shall be in the form of permanent Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Regulation S Physical Notes”). The Regulation S Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes and the Regulation S Global Notes are sometimes referred to as the “Global Notes.” 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 Holder thereof rules of any securities exchange on which the Notes may be listed, all as required determined by Section 2.06 hereofthe Officer executing such Notes, as evidenced by its execution of such Notes.

Form and Dating. The Notes Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to , the Guarantees shall be substantially terms of which are incorporated in the form set forth on Exhibit D, which is a and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company is subject or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued initially in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, notation thereon relating to 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes Guarantees issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnote 1 and the “Schedule of Exchanges additional schedule referred to in the Global Note” attached footnote 5 thereto). Notes and the notation thereon relating to the Subsidiary Guarantees issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto 1 and without the “Schedule of Exchanges of Interests additional schedule referred to in the Global Note” attached footnote 5 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 2.6 hereof.

Form and Dating. The Notes (including, without limitation, any Additional Notes and all Disputed Claims Notes) and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit EXHIBIT A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Global Notes issued in global form shall be substantially in the form of Exhibit EXHIBIT A attached hereto (including the Global Note Legend thereon and the “"Schedule of Increases of, and Exchanges in of Interests in, the Global Note” " attached thereto). Definitive Notes issued in definitive form shall be substantially in the form of Exhibit EXHIBIT A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend thereon and without the “"Schedule of Increases of, and Exchanges of Interests in in, the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionsissuances of Additional Notes. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall Notes may be substantially issued in the form set forth on Exhibit Dof Definitive Notes or Global Notes, which is a part of this Indentureas specified by the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnote 1 and the “Schedule of Exchanges in the Global Note” attached 2 thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto 1 and without the “Schedule of Exchanges of Interests in the Global Note” attached 2 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 hereof2.06.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples thereof. The Notes may bear notations of $1,000 above such amount thereofSubsidiary Guarantees. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (hereto, including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (hereto, but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Depositary 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. Notes offered and sold in reliance on Regulation S will initially be represented by one or more Regulation S Global Notes which will be registered in the name of Cede & Co., as nominee of DTC, and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear or CEDEL Bank. Prior to the 40th day after the later of the commencement of the Offering and the Issue Date, interests in Regulation S Global Notes may only be held through Euroclear or CEDEL. 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 and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiples multiple of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuers, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto (including and shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Trustee as Note Legend Custodian, and the “Schedule of Exchanges registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of the form Depositary or a nominee of Exhibit A attached hereto (but without the Global Note LegendDepositary, duly executed by the phrase identified in footnote 3 thereto Issuers and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 hereof2.6. Except as set forth in Section 2.6, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The Notes Each Note shall be have an executed Subsidiary Guarantee from each of the Subsidiary Guarantors existing on the Closing Date endorsed thereon substantially in denominations the form of $2,000 and integral multiples of $1,000 above such amount thereof. Exhibit C. The terms and provisions contained in the Notes (including and the Guarantees) Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Companyextent applicable, Finance Cothe Issuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form as of the Closing Date shall be issued in the form of one or more global Notes, each 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 Exhibit A attached hereto the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (including the Global Note Legend and the “Schedule of Exchanges in the Initial Global Note” attached theretoNote(s)”). Notes issued in definitive form 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 Exhibit A attached hereto the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (but without together with the Initial Global Note LegendNotes, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached theretoNotes”). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the The aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in accordance with instructions given by exchange for interests in a Global Note may be issued in the Holder form of definitive Notes registered in the name or names of Persons other than a Depository for Global Notes or a nominee or nominees thereof as required by Section 2.06 hereof(the “Physical Notes”).

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially A-1 (or in the form set forth on case of a Regulation S Temporary Global Note, Exhibit D, which is a part of this IndentureA-2) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples thereof. Subject to Section 4.17 and 11.02 hereof, the Notes may bear notations of $1,000 above such amount thereofSubsidiary Guarantees. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note or any notation of Subsidiary Guarantees thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A A-1 or A-2 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Depositary 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. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Note Custodian for the Depositary, and registered in the name of the nominee of the Depositary for credit to the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream 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 Note (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 Rule 144A Global Note or a Restricted Definitive Note bearing a Private Placement Legend, to the extent permitted by Section 2.06(b) hereof) or an Opinion of Counsel to the effect that no such certification is required under Regulation S, and (ii) an Officers' Certificate from the Company certifying to the effect that the 40-day distribution compliance period applicable to the Regulation S Temporary Global Note has expired. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 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 Bank" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by members of, or Participants, in DTC through Euroclear or Clearstream.

Form and Dating. The Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage; provided that any such notations, legends or endorsements are in a form reasonably acceptable to the Issuers. The Issuers and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) Notes, annexed hereto as Exhibit A, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuers, Trustee, the Registrar, the Transfer Agents and the Company, Finance Co, the Subsidiary Guarantors, and the TrusteePaying Agents, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and will govern. The Notes will initially be controllingrepresented by the Global Notes. Notes offered and sold to non-U.S. persons outside the United States in offshore transactions in their initial distribution in reliance on Regulation S shall be initially issued in temporary global form shall be without interest coupons, substantially in the form of Exhibit A attached hereto (including the Global Note Legend and hereto, with such applicable legends as are provided in Exhibit A collectively, the “Schedule of Exchanges Temporary Regulation S Global Notes”). Except as set forth in Section 2.07(c), beneficial interests in the Temporary Regulation S Global Notes will not be exchangeable for interests in the Rule 144A Global Notes, a permanent global note (a “Permanent Regulation S Global Note” attached theretoand, together with the Temporary Regulation S Global Notes, the “Regulation S Global Notes”) or any other Note prior to the expiration of the Distribution Compliance Period. After expiration of the Distribution Compliance Period, Temporary Regulation S Global Notes may be exchanged for beneficial interests in a Rule 144A Global Note or a Permanent Regulation S Global Note only upon certification in form reasonably satisfactory to the Trustee that beneficial interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act. 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 or the Registrar, as the case may be, as hereinafter provided (or by the issue of a further Regulation S Global Notes), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Global Notes, as hereinafter provided. Notes offered and sold in their initial distribution to QIBs in reliance on Rule 144A shall be initially issued in definitive global form shall be without interest coupons, substantially in the form of Exhibit A attached hereto hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without the “Initial Rule 144A Global Notes” and together with any other Note Legendevidencing the debt, or any portion of the debt, evidenced by such Initial Rule 144A Global Notes, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached theretoNotes”). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the The aggregate principal amount of outstanding the Rule 144A Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee or the Registrar, as appropriatethe case may be, to reflect exchanges and redemptions. Any endorsement as hereinafter provided (or by the issue of a further Rule 144A Global Note to reflect the amount of any Note), in connection with a corresponding decrease or increase or decrease in the aggregate principal amount of outstanding the Regulation S Global Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction in consequence of the Trusteeissue of Definitive Notes or additional Rule 144A Global Notes, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofhereinafter provided.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in fully registered form, without coupons, and in minimum denominations of $2,000 of principal amount and integral multiples of $1,000 above in excess thereof. The registered Holder shall be treated as the owner of such amount thereofNote for all purposes. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance Co, the Subsidiary Guarantors, Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be substantially issued initially in the form of Exhibit A attached hereto (including one or more Global Notes, which shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Note Legend Custodian, and the “Schedule of Exchanges registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of the form Depositary or a nominee of Exhibit A attached hereto (but without the Global Note LegendDepositary, duly executed by the phrase identified in footnote 3 thereto Issuers and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein therein, and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 2.6 hereof.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.. Back to Contents

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A A-1 hereto. The notation on each Note relating to the Note Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Note Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A A-1 attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors), which shall be deposited on behalf of the

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Note Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this IndentureD hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Note Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A ExhibitA attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 footnote3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.. Back to Contents

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such in excess of $2,000. The aggregate principal amount thereofof Notes that may be authenticated and delivered under this Indenture is unlimited. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Disposition Offer as provided in Section 4.07 hereof or a Change of Control Offer as provided in Section 4.06 hereof. The Notes shall not be redeemable, other than as provided in Article 3. Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Notes issued on the Issue Date and shall have the same terms as to status, redemption or otherwise as the Notes issued on the Issue Date; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Note that is held by Participants through Euroclear or Clearstream.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit EXHIBIT A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit EXHIBIT A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit EXHIBIT A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples thereof. Subject to Section 4.17 and 13.02 hereof, the Notes may bear notations of $1,000 above such amount thereofSubsidiary Guarantees. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note or any notation of Subsidiary Guarantees thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Depositary 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.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially A-1 (in the form set forth on case of a Floating Rate Note) attached hereto and Exhibit D, which is A-2 (in the case of a part of this IndentureFixed Rate Note) attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and integral multiples of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto A-1 (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued case of the Floating Rate Notes) or Exhibit A-2 (in definitive form the case of the Fixed Rate Notes) hereto and shall be substantially deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the form name of Exhibit A attached hereto (but without the Global Note LegendDepositary or a nominee of the Depositary, duly executed by the phrase identified in footnote 3 thereto Company and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 2.6 hereof. Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication authentication, in respect thereof, shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which Exhibit is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Any such notations, legends or endorsements not contained in the form of Note attached as Exhibit A hereto shall be delivered in writing to the Trustee. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” of Definitive Notes" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” Definitive Notes" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Notes Custodian, at the direction of the TrusteeCompany, in accordance with instructions given by the Holder thereof as required by Section 2.06 2.6 hereof. The terms and provisions contained in the forms of Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on A-1 or Exhibit DA-2 with such appropriate insertions, which is a part of 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 rule or usageagreements to which the Company is subject. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) form of each Note annexed hereto as Exhibit A-1 or Exhibit A-2, as applicable, shall constitute, and are hereby expressly made, a part of this Indenture and Indenture. To the Company, Finance Coextent applicable, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes shall be issued initially in global form and shall be substantially in the form of Exhibit A A-1 or Exhibit A-2, as applicable, attached hereto (including the Global Note Transfer Restricted Securities Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 or Exhibit A-2, as applicable, attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Transfer Restricted Securities Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding 2013 Notes or 2016 Notes, as applicable, as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding 2013 Notes or 2016 Notes, as applicable, from time to time endorsed thereon and that the aggregate principal amount of outstanding 2013 Notes or 2016 Notes, as applicable, represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsredemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding 2013 Notes or 2016 Notes, as applicable, 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 144A Global Notes and the Regulation S Global Notes are sometimes referred to herein as the “Global Notes.”

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiples multiple of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto (including and shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Trustee as Note Legend Custodian, and the “Schedule of Exchanges registered in the Global Note” attached thereto)name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). 509335-2181-14734-Active.16594683.10 Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to , the Guarantees shall be substantially terms of which are --------- incorporated in the form set forth on Exhibit D, which is a and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which ACC is subject or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued initially in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms Notes offered and provisions contained sold in reliance on Rule 144A under the Securities Act shall be issued initially in the Notes (including the Guarantees) shall constituteform of a single permanent global Note, and are hereby expressly madein definitive, a part of this Indenture and the Companyfully registered form without interest coupons, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of set forth in Exhibit A attached hereto (hereto, including the Global Note Legend text referred to in --------- footnote 1 and the “Schedule of Exchanges additional schedule referred to in footnote 2 thereto (the "U.S. Global Note” attached thereto"). Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the form of a single permanent global Note, in definitive, fully registered form without interest coupons, substantially in the form set forth in Exhibit A --------- attached hereto, including the text referred to in footnote 1 and the additional schedule referred to in footnote 2 thereto (the "Offshore Global Note"). Notes in definitive form to be issued in exchange for Global Notes shall be substantially in the form of Exhibit A attached hereto (but without including --------- the Global Note Legend, the phrase identified text referred to in footnote 3 thereto 1 and without the “Schedule of Exchanges of Interests additional schedule referred to in the Global Note” attached footnote 2 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Casella shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The Notes Each Note shall be have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in denominations the form of $2,000 and integral multiples of $1,000 above such amount thereof. Exhibit E. The terms and provisions contained in the Notes (including and the Guarantees) Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Companyextent applicable, Finance CoCasella, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern Notes offered and be controlling. sold in reliance on Rule 144A and Notes issued offered and sold in global form reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by Casella (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 legends set forth in Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). B. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 written instructions given by the Holder thereof as required by Section 2.06 hereof. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). Additional Notes ranking pari passu with the Notes issued on the Issue Date may be created and issued from time to time by Casella without notice to or consent of the Holders and shall be consolidated with and form a single class with the Notes issued on the Issue Date and shall have the same terms as to status, redemption or otherwise as the Notes issued on the Issue Date (other than issue date, issue price, initial interest payment date and initial interest record date); provided that Xxxxxxx’x ability to issue Additional Notes shall be subject to Xxxxxxx’x compliance with Sections 4.10 hereof.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. The notation on each Note Exchange Notes and the Trustee’s certificate of authentication relating to the Guarantees thereto shall be substantially in the form set forth on of Exhibit D, which is a part of this IndentureB hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the Notes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The Notes Each Note shall be have an executed Guarantee from each of the Guarantors endorsed thereon substantially in denominations the form of $2,000 and integral multiples of $1,000 above such amount thereofExhibit E hereto. The terms and provisions contained in the Notes (including the Guarantees) Notes, annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture and and, to the extent applicable, the Company, Finance Co, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. HoweverNotes offered and sold in reliance on Rule 144A, Notes offered and sold to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern Securities Act) and be controlling. Notes issued offered and sold in global form 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 of set forth in Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto”), deposited with the Trustee, as custodian for the Depository, 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 Section 2.15. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee, as appropriatecustodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to reflect exchanges 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 “Physical Notes”). All Notes offered and redemptions. Any endorsement sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to reflect the amount Registration Rights Agreement; provided, however, that all of any increase or decrease the time periods specified in the aggregate principal amount of outstanding Notes represented thereby shall Registration Rights Agreement to be made complied with 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 hereofCompany have been so complied with.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnotes 1 and the “Schedule of Exchanges in the Global Note” attached 2 thereto). Notes issued in definitive certificated form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto footnotes 1 and without the “Schedule of Exchanges of Interests in the Global Note” attached 2 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the CompanyPartnership, Finance CoEl Paso Finance, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 1 thereto and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the CompanyPartnership, Finance CoEl Paso Finance, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A Exhibits A-1 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 1 thereto and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its 1201 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxx 00000 xxxice, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Distribution Compliance Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream 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 Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Distribution Compliance 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 Note or a Restricted Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the General Partner. Following the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. The notation on each Note Exchange Notes and the Trustee's certificate of authentication relating to the Guarantees thereto shall be substantially in the form set forth on of Exhibit D, which is a part of this IndentureB hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the Notes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The Notes Subject to Section 4.19, each Note shall be have an executed Guarantee from each of the Guarantors endorsed thereon substantially in denominations of $2,000 the form included in Exhibit A and integral multiples of $1,000 above such amount thereofExhibit B hereto. The terms and provisions contained in the Notes (including the Guarantees) Notes, annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary GuarantorsIssuer, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall exchange for interests in a Global Note pursuant to Section 2.16 may be substantially issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto"Physical Notes"). All Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially remain in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note until the consummation of the Exchange Offer pursuant to reflect the amount Registration Rights Agreement; provided, however, that all of any increase or decrease the time periods specified in the aggregate principal amount of outstanding Notes represented thereby shall Registration Rights Agreement to be made complied with 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 hereofIssuer have been so complied with.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially A-1 (in the form set forth on case of a 2020 Note) attached hereto and Exhibit D, which is A-2 (in the case of a part of this Indenture2023 Note) attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and integral multiples of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto A-1 (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued case of the 2020 Notes) or Exhibit A-2 (in definitive form the case of the 2023 Notes) hereto and shall be substantially deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the form name of Exhibit A attached hereto (but without the Global Note LegendDepositary or a nominee of the Depositary, duly executed by the phrase identified in footnote 3 thereto Issuer and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 2.6 hereof. Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 100,000 and integral multiples of $1,000 above such amount 1,000, in excess thereof. Subject to Section 4.14 and 11.02 hereof, the Notes may bear notations of Subsidiary Guarantees. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance Co, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note or any notation of Subsidiary Guarantees thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall shall, to the extent not prohibited by applicable law, govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Depositary 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 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 Bank” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in Regulation S Global Notes that are held by members of, or Participants, in DTC through Euroclear or Clearstream.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on of Exhibit D, which is a part of this IndentureC hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnotes 1 and the “Schedule of Exchanges in the Global Note” attached 2 thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto footnotes 1 and without the “Schedule of Exchanges of Interests in the Global Note” attached 2 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 2.6 hereof.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Note Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Note Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A A-1 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Boston, Massachusetts office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream Banking, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream Banking 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 Note (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 Note or an RSTD Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The operating procedures, terms and conditions of Euroclear and Clearstream Banking shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream Banking.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The Notes Any Note (whether a Global Note or a Definitive Note) that is a Restricted Security shall be bear the Private Placement Legend set forth in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. Exhibit B. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary Guarantors, Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued offered and sold in global form reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form of set forth in Exhibit A attached hereto (including A, deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legends relating to Global Note Legend and the “Schedule of Exchanges Notes set forth in the Global Note” attached thereto). Exhibit B. Notes issued in definitive form shall be substantially in the form of set forth in Exhibit A attached hereto (but without and shall, to the Global Note Legendextent applicable, bear the phrase identified legends set forth in footnote 3 thereto Exhibit B and without the will not have a “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 Sections 2.15 and 2.16 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Following (i) the termination of the Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (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 shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06 2.16(b) hereof) and (B) an Officer’s Certificate from the Issuers, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 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 Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Form and Dating. The Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note Security shall be dated the date of its authentication. The Notes shall Securities will be issued in registered form, without coupons and only in denominations of $2,000 10,000 and integral multiples of $1,000 above such amount thereof1,000, provided, however that prior to the date of the Exchange Offer, all Institutional Accredited Investors must hold the Securities only in denominations of $100,000 or more and integral multiples of $1,000. The terms and provisions contained in the Notes (including the Guarantees) Securities shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controllingGlobal Securities. Notes issued in global form shall be substantially in the form of Exhibit Exhibits A and A-1 attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” Securities" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A or A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend thereon and without the “"Schedule of Exchanges of Interests in the Global Note” Securities" attached thereto). Each Global Note Security shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Security Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Note Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Note Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A Exhibits A-1 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Boston, Massachusetts office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, 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 Note (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 Note or a RSTD Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by the Agent Members through Euroclear or Cedel Bank.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the CompanyPartnership, Finance CoGulfTerra Finance, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 1 thereto and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. Provisions relating to the Senior Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Notes Indenture. The (i) Senior Notes and the Trustee’s certificate of authentication and (ii) any Additional Senior Notes (if issued as Senior Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is hereby incorporated in and expressly made a part of this Senior Notes Indenture. The Senior Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which any Issuer or usageany Senior Note Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Senior Note shall be dated the date of its authentication. The Senior Notes shall be issuable only in registered form without interest coupons and in minimum denominations of $2,000 and integral multiples of $1,000 above such amount in excess thereof. The terms and provisions contained Global Securities shall be in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture registered form without interest coupons and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form Definitive Securities shall be substantially in registered form without interest coupons. Each Global Security shall represent such of the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). outstanding Senior Notes issued in definitive form as shall be substantially specified in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global NoteSecurity” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, to reflect exchanges and redemptions. Any endorsement of a Global Note Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Notes represented thereby shall be made by the Trustee or the Note CustodianRegistrar, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 2.03 hereof.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiples multiple of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto (including and shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Trustee as Note Legend Custodian, and the “Schedule of Exchanges registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of the form Depositary or a nominee of Exhibit A attached hereto (but without the Global Note LegendDepositary, duly executed by the phrase identified in footnote 3 thereto Issuer and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 written instructions given by the Holder thereof as required by Section 2.06 2.6 hereof. Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially A-1 (in the form set forth on case of a 2019 Note) attached hereto and Exhibit D, which is A-2 (in the case of a part of this Indenture2022 Note) attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and integral multiples of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto A-1 (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued case of the 2019 Notes) or Exhibit A-2 (in definitive form the case of the 2022 Notes) hereto and shall be substantially deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the form name of Exhibit A attached hereto (but without the Global Note LegendDepositary or a nominee of the Depositary, duly executed by the phrase identified in footnote 3 thereto Issuer and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 2.6 hereof. Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Senior Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Subsidiary Guarantees shall be substantially in the form set forth on of Exhibit DF attached hereto, the terms of which is are incorporated in and made a part of this Indenture. The Senior Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Senior Note shall be dated the date of its authentication. The Senior Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Senior Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Senior Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Senior Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend affixed thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Senior Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend affixed thereon and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Senior Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior 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 aggregate principal amount of outstanding Senior 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 provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall will be issued in registered form, without coupons, and in denominations of $2,000 and integral multiples of $1,000 above in excess thereof. The registered Holder will be treated as the owner of such amount thereofNote for all purposes. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (a) The Notes issued in global form shall be substantially issued initially in the form of Exhibit A attached hereto (including one or more Global Notes, which shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Note Legend Custodian, and the “Schedule of Exchanges registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of the form Depositary or a nominee of Exhibit A attached hereto (but without the Global Note LegendDepositary, duly executed by the phrase identified in footnote 3 thereto Company and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein therein, and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 hereof2.6. (b) The Initial Notes are being issued by the Company only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) in reliance on Regulation S under the Securities Act (“Regulation S”). After such initial issuance, Initial Notes that are Transfer Restricted Notes may be transferred to QIBs in reliance on Rule 144A, outside the United States pursuant to Regulation S, to IAIs or to the Company, in accordance with certain transfer restrictions. Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A and bear the Restricted Notes Legend (collectively, the “Rule 144A Global Note”), deposited with the Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A and bear the Regulation S Legend (collectively, the “Regulation S Global Note”), deposited with the Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes resold to IAIs in the United States shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A and bear the Restricted Notes Legend (collectively, the “Institutional Accredited Investor Note”), deposited with the Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, at the direction of the Trustee. Transfers of Notes among QIBs, to or by purchasers pursuant to Regulation S and to or by IAIs shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.15. (c) Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 2.1 and Section 2.2, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary.

Form and Dating. The Senior Subordinated Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Senior Subordinated Notes may have notations, legends or endorsements required by law, stock exchange rule rules or usage. Each Senior Subordinated Note shall be dated the date of its authentication. The Senior Subordinated Notes shall be issued in fully registered form, without coupons, in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Senior Subordinated Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Senior Subordinated Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnotes 1 and the “Schedule of Exchanges in the Global Note” attached 2 thereto). Senior Subordinated Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto footnotes 1 and without the “Schedule of Exchanges of Interests in the Global Note” attached 2 thereto). Each Global Note shall represent such of the outstanding Senior Subordinated Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Senior Subordinated Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior Subordinated 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 aggregate principal amount of outstanding Senior Subordinated Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.06 hereofhereof in such form as is reasonably satisfactory to the Trustee.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication therefor shall be substantially in the form of Exhibit A hereto. The notation on each Note relating Annex A-1 and Annex A-2 to the Guarantees shall be substantially in the form set forth on Exhibit D, this Indenture which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have other notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Annex A-1 and Annex A-2 are part of the terms of this Indenture. The Notes shall be in denominations of $2,000 and 1.00 or any integral multiples of $1,000 above such amount multiple thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any such provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein in the “Schedule of Increases or Decreases in Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon (giving effect to any PIK Interest made thereon by increasing the aggregate principal amount of such Global Note) and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, to reflect exchanges exchanges, redemptions and redemptionspayment of PIK Interest made thereon by increasing the aggregate principal amount of such Global Note. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 hereofhereby.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of with such appropriate insertions, 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 rule or usage, as designated by the Company or its counsel. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached theretoLegend). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each The Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby from time to time shall be reflected on the records maintained by the Trustee. The aggregate principal amount of outstanding Notes represented by a Global Note may from time to time be reduced or increased, as appropriate, to reflect exchanges transfers, exchanges, repurchases and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount outstanding of outstanding Notes represented thereby a Global Note shall be made reflected on the records maintained 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. Two Officers of the Company shall sign the Notes for the Company by manual or facsimile signature. The seal of the Company shall be reproduced on the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder. The Trustee shall, by written order of the Company signed by two Officers, authenticate Notes for original issue in the aggregate principal amount of up to $100,000,000. Except as contemplated by Section 2.07 hereof, the aggregate principal amount of Notes outstanding at any time may not exceed $100,000,000. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 an Agent to deal with any Holder, the Company or an Affiliate of the Company. The Trustee shall not be liable for any act or failure to act of the authenticating agent to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. Each authenticating agent shall be acceptable to the Company and otherwise comply in all respects with the eligibility requirements of the Trustee contained in this Indenture.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained contained, the Guarantors in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A Exhibits A-1 or A-2 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, 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 Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiples multiple of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto (including and shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Trustee as Note Legend Custodian, and the “Schedule of Exchanges registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of the form Depositary or a nominee of Exhibit A attached hereto (but without the Global Note LegendDepositary, duly executed by the phrase identified in footnote 3 thereto Issuer and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Note Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Note Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A A-1 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its St. Xxxx, Minnesota office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from a participant 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 Note (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 Note or an RSTD Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of thereof and shall be limited to $1,000 above such amount thereof100.0 million in aggregate principal amount. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A Exhibits A-1 or A-2 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, 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 Note (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 Rule 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by the Agent Members through Euroclear or Cedel Bank.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Note Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof1,000. The terms and provisions contained in the Notes (including the Note Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any BACK Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions provision of this Indenture, the provisions of this the Indenture shall govern and be controllingcontrol. Global Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnotes 1 and the “Schedule of Exchanges in the Global Note” attached 2 thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto footnotes 1 and without the “Schedule of Exchanges of Interests in the Global Note” attached 2 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in Regulation S Global Notes that are held by Participants through Euroclear or Cedel Bank.

Form and Dating. The Series A Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage in addition to those set forth in Exhibit A and Exhibit B. The Series B Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. Each Series B Note issued in exchange for a Series A Note in the Exchange Offer or any such other exchange offer represents the same indebtedness as the Series A Note for which it was exchanged, and the Exchange Offer or any such other exchange offer do not result in a repayment or extinguishment of the Indebtedness initially represented by such Series A Notes. No Series B Note will be entitled to Additional Interest. The notation on each Note relating to the Guarantees, if any, shall be substantially in the form set forth in Exhibit C. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 US$1,000 and integral multiples thereof. Not in limitation but in furtherance of $1,000 above such amount thereofthe foregoing, the Notes shall only be denominated in U.S. dollars. The terms and provisions contained in the Notes (including the Guarantees) and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance Cothe Guarantors, the Subsidiary Guarantorsif any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. HoweverNotes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form, to substantially in the extent permitted by lawform set forth in Exhibit A (the “Rule 144A Global Note”), if any provision of any Note conflicts deposited with the express provisions Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of this Indenturethe Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the provisions of this Indenture shall govern and be controllingDepositary or its nominee, as hereinafter provided. Notes issued offered and sold in global form offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form substantially in the form set forth in Exhibit A (the “Temporary Regulation S Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following 40 days after the later of the consummation of the offering of the Notes and the Issue Date (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 A attached hereto (including the D(1), a single permanent Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive registered form shall be substantially in the form of set forth in Exhibit A attached hereto (but without the “Permanent Regulation S Global Note LegendNote,” and together with the Temporary Regulation S Global Note, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Regulation S Global Note” attached thereto). Each Global Note shall represent such of ”) duly executed by the outstanding Notes Company and authenticated by the Trustee as hereinafter provided shall be specified therein and each shall provide that it shall represent deposited with the Trustee, as custodian for the Depositary. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease decreased by adjustments made in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to Section 2.06(g), Notes offered and sold to institutional accredited investors (as defined in accordance with instructions given by Rule 501(a)(1), (2), (3) or (7) under the Holder thereof as required by Securities Act) (“Institutional Accredited Investors”), if any, shall be issued in the form of permanent U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Certificated Notes”). Notes issued pursuant to Section 2.06 hereofin exchange for interests in the Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Certificated Notes”), in the case of those issued in exchange for the Regulation S Global Note, and U.S. Certificated Notes, in the case of those issued in exchange for the Rule 144A Global Note. The Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as the “Certificated Notes.” The Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the “Global Notes.”

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such in excess of $2,000. The aggregate principal amount thereofof Notes that may be authenticated and delivered under the Indenture is unlimited. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this the Indenture and the Company, Finance Co, the Subsidiary Guarantors, and the Trustee, by their execution and delivery of this the Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this the Indenture, the provisions of this the Indenture shall govern and be controlling. The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Disposition Offer as provided in Section 5.07 hereof or a Change of Control Offer as provided in Section 5.06 hereof. The Notes shall not be redeemable, other than as provided in Article 4. Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Notes issued on the Issue Date and shall have the same terms as to status, redemption or otherwise as the Notes issued on the Issue Date; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 5.09 hereof. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 3.06 hereof.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Subject to the issuance of PIK Notes or the increase in the principal amount of a Global Note in order to evidence PIK Interest (which PIK Notes or increased principal amount of a Global Note shall be in denominations of $1.00 or any integral multiples of $1.00 in excess thereof), the Notes shall be issued only in minimum denominations of $2,000 and integral multiples of $1,000 above in excess thereof. On any Interest Payment Date on which the Issuer pays interest all or in part in PIK Interest (a “PIK Payment”) with respect to a Global Note, the Trustee shall increase the principal amount of such Global Note by an amount thereofequal to the interest payable as PIK Interest, rounded up to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant record date for such Interest Payment Date, to the credit of the Holders on such record date and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note to reflect such increase. On any Interest Payment Date on which the Issuer makes a PIK Payment by issuing Definitive Notes (a “PIK Note”), the principal amount of any such PIK Note issued to any Holder, for the relevant interest period as of the relevant record date for such Interest Payment Date, shall be rounded up to the nearest whole dollar. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance CoIssuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall Notes may be substantially issued in the form set forth on Exhibit Dof Definitive Notes or Global Notes, which is a part of this Indentureas specified by the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 100,000 and integral multiples of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Rule 144A Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A heretoA. Subject to Section 2.06, the Rule 144A Notes shall be in an aggregate principal amount no greater than $100,000,000; provided, that if Exchange Notes are issued hereunder pursuant to the Exchange Offer, the aggregate maximum principal amount of Rule 144A Notes shall be reduced by the principal amount of Exchange Notes so issued. The notation on each Note relating to Exchange Notes, when and if issued, and the Guarantees Trustee's certificate of authentication shall be substantially in the form set forth on of Exhibit DB. Subject to Section 2.06, which is a part the Exchange Notes shall be in an aggregate principal amount no greater than $100,000,000 less the principal amount of this IndentureRule 144A Notes not exchanged for the Exchange Notes in the Exchange Offer. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to may be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes initially issued in global form shall be substantially either in the form of Exhibit A attached hereto (including the a Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). or Notes issued in definitive form shall be substantially or in the form of Exhibit Definitive Notes or both. A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodianan Agent thereof, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof thereof. Definitive Notes shall be printed, lithographed or engraved 27 or produced by any combination of these methods on steel engraved borders 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 required determined by Section 2.06 hereofthe officers executing such Notes, as evidenced by their execution of such Notes. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company, the Guaranteeing Subsidiaries and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall furnish any such legend not contained in Exhibit A to the Trustee in writing. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to In the extent permitted by law, if any provision event of any Note conflicts with the express provisions of this Indenturea conflict, the provisions terms of this the Indenture shall govern and be controllingcontrol. Global Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges text referred to in the Global Note” attached footnote 1 thereto). Notes issued in definitive certificated form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached 1 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the CompanyPartnership, Finance CoLeviathan Finance, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A Exhibits A-1 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its 1201 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxx 00000 xxxice, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Distribution Compliance Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, 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 Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Distribution Compliance 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 Note or a RSTD Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the General Partner. Following the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by the Agent Members through Euroclear or Cedel Bank.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples thereof. The Notes will mature on July 1, 2005 and will bear interest at the rate per annum of $1,000 above such amount thereof67/8%, payable semiannually on January 1 and July 1 of each year, commencing January 1, 1999, to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the preceding December 15 or June 15, as the case may be. The Notes will be subject to redemption prior to maturity pursuant to Article III of this Indenture. The interest rate accruing on the Initial Notes is subject to increase upon the occurrence of certain events as provided in the Registration Rights Agreement. The Notes are senior unsecured obligations of the Company and rank pari passu in right of payment with all other unsecured and unsubordinated indebtedness of the Company. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A A-1 or A-2 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Depositary 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 2.6 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the nominee of the Depository for credit to the accounts of designated agents holding on behalf of Euroclear or CEDEL, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated after the 40-day distribution compliance period applicable to the Initial Notes has expired under Regulation S and upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and CEDEL certifying that they have received certification of nonUnited States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (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 Note bearing a Private Placement Legend, all as contemplated by Section 2.6(b) hereof), and (ii) an Officers' Certificate from the Company stating that the applicable Restricted Period has terminated. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of CEDEL shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by members of, or Participants, in DTC through Euroclear or CEDEL.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall furnish any such legend not contained in Exhibit A to the Trustee in writing. Each Note shall be dated the date of its authentication. The Notes and any additional Notes issued in lieu of the cash payment of interest on the Notes, in an aggregate principal amount equal to the amount of interest that would be payable with respect to such Notes if such interest were paid in cash, shall be issued in denominations (rounded, if necessary to the nearest dollar) of $2,000 1 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to In the extent permitted by law, if any provision event of any Note conflicts with the express provisions of this Indenturea conflict, the provisions terms of this the Indenture shall govern and be controllingcontrol. Global Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges text referred to in the Global Note” attached footnote 1 thereto). Notes issued in definitive certificated form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached 1 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit Dthis First Supplemental Indenture, which is a part of hereby incorporated into this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) of each series shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and to the Company, Finance Coextent applicable, the Subsidiary Guarantors, Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. HoweverThe Notes shall be issuable in denominations of $1.00 and integral multiples thereof; provided, to the extent permitted by lawhowever, if that each Note or Notes issued upon any provision registration or transfer or exchange of any Note conflicts with pursuant to Section 2.08 of the express provisions of this Indenture, the provisions of this Original Indenture shall govern and be controlling. Notes issued in denominations of $1,000 or integral multiples thereof, except that not more than one new Note so being issued in respect of the Note being surrendered may be in a denomination that is not $1,000 or an integral multiple thereof. The Notes of each series will initially be issued in permanent global form shall be form, substantially in the form of Exhibit A attached hereto (including the "Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached theretoNotes"). Each Global Note of a series shall represent such of the outstanding Notes of that series as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes of that series from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes of that series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note of a series to reflect the amount of amount, or any increase or decrease in the aggregate principal amount amount, of outstanding Notes of that series represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by or such other written form of instructions as is customary for the Holder thereof Depositary, from the Depositary or its nominee on behalf of any Person having a beneficial interest in the Global Note of that series. The Company initially appoints The Depository Trust Company and the Trustee to act as required by Section 2.06 hereofDepositary and Security Custodian, respectively, with respect to the Global Notes.

Form and Dating. The Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) Securities shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.and

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiples multiple of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuers, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto (including and shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Trustee as Note Legend Custodian, and the “Schedule of Exchanges registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of the form Depositary or a nominee of Exhibit A attached hereto (but without the Global Note LegendDepositary, duly executed by the phrase identified in footnote 3 thereto Issuers and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 2.16 hereof. Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note Security shall be dated the date of its authentication. The Notes shall Securities will be issued in registered form, without coupons and only in denominations of $2,000 100,000 and integral multiples of $1,000 above such amount thereof1,000. The terms and provisions contained in the Notes (including the Guarantees) Securities shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controllingGlobal Securities. Notes issued in global form shall be substantially in the form of Exhibit Exhibits A and A-1 attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” Securities" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A or A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend thereon and without the “"Schedule of Exchanges of Interests in the Global Note” Securities" attached thereto). Each Global Note Security shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Security Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Form and Dating. The Notes and the TrusteeNotes Administrator’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit Dhereto with such appropriate insertions, which is a part of 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 the rules of any securities exchange rule or usage. The Issuers shall approve the form of the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes shall constitute and are hereby expressly made a part of this Indenture. Subject to the issuance of PIK Notes or the increase in the principal amount of a Global Note in order to evidence PIK Interest (which PIK Notes or increased principal amount of a Global Note shall be in denominations of $2,000 and 1.00 or any integral multiples multiple of $1,000 above such amount 1.00 in excess thereof. The terms and provisions contained in ), the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be registered form, substantially in the form of Exhibit A attached hereto hereto, with such applicable legends as are provided in Exhibit A hereto, without coupons and only in minimum denominations of $1,000 in principal amount and any integral multiples of $1,000 in excess thereof. On any Interest Payment Date on which the Issuers pay interest all or in part in PIK Interest (including the Global Note Legend and the a “Schedule of Exchanges in the PIK Payment”) with respect to a Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without Notes Administrator shall increase the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time such Global Note by an amount equal to time endorsed thereon and that the aggregate interest payable as PIK Interest, rounded down to the nearest whole dollar, for the relevant interest period on the principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, such Global Note as appropriateof the relevant Record Date, to reflect exchanges the credit of the Holders on such Record Date and redemptions. Any endorsement an adjustment shall be made on the books and records of a the Notes Administrator with respect to such Global Note to reflect such increase. On any Interest Payment Date on which the Issuers make a PIK Payment by issuing Additional Notes (“PIK Notes”), the principal amount of any increase or decrease in such PIK Note issued to any Holder, for the aggregate principal amount relevant interest period as of outstanding Notes represented thereby the relevant Record Date for such Interest Payment Date, shall be made by rounded down to the Trustee or the Note Custodian, at the direction nearest whole dollar and not need be in a multiple of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof$1,000.

Form and Dating. The Senior Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to , the Guarantees shall be substantially terms of which are incorporated in the form set forth on Exhibit D, which is and made a part of this Indenture. The Senior Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Senior Note shall be dated the date of its authentication. The Senior Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Senior Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Senior Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Senior Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Security Legend and the “"Schedule of Exchanges in the Global Note” Security" attached thereto). Senior Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Security Legend and without the “"Schedule of Exchanges of Interests in the Global Note” Security" attached thereto). Each Global Note Security shall represent such of the outstanding Senior Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior 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 Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior 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 holder thereof as required by Section 2.06 hereof.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on in Exhibit DA, which exhibit is a part of this Indenture, 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 rule or usage. The Issuers shall approve the forms of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. The aggregate principal amount of the Notes shall be no greater than $64.7 million. The Notes will be initially issued in denominations global form, substantially in the form of $2,000 Exhibit A (including footnotes 1 and integral multiples 2 thereto and the text referred to therein) hereinafter referred to as a “Global Note”. Each Global Note will represent such of $1,000 above the outstanding Notes as shall be specified therein and will provide that it represents 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 transfers, 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 Global Note Holder, at the direction of the Trustee, in accordance with instructions given by the Holder thereof. Holders of Notes who elect to take physical delivery of their certificates (collectively, the “Non-Global Purchasers”) will be issued certificates in the registered form of certificated Notes, substantially in the form of Exhibit A (excluding footnotes 1 and 2 thereto and the text referred to therein) (the “Certificated Notes”). Payment of the principal of, premium, interest and Liquidated Damages on any Certificated Note shall be made to the Holder thereof by wire transfer of immediately available funds to the accounts specified by the Holders thereof, or if no such amount thereofaccount is specified, by mailing a check to each Holder’s registered address. Payment of the principal of, premium, interest and Liquidated Damages on the Global Note will be made by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary Guarantors, Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to To the extent permitted by law, if any provision of in any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated show the date of its authentication. The Notes Each Note shall be have an executed Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in denominations the form of $2,000 and integral multiples of $1,000 above such amount thereof. Exhibit C. The terms and provisions contained in the Notes (including and the Guarantees) Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary GuarantorsIssuers, the Parent Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form of set forth in Exhibit A attached hereto (including the Global Note Legend and the “Schedule Initial Global Notes”), deposited with the Common Depositary, duly executed by the Issuers (and having an executed Guarantee from each of Exchanges the Guarantors endorsed thereon) and authenticated by the Trustee or Authenticating Agent as hereinafter provided and shall bear the legend set forth in Exhibit B. The Notes issued after the Issue Date shall be issued initially in the Global Note” attached thereto). form of one or more global Notes issued in definitive form shall be registered form, substantially in the form set forth in Exhibit A, deposited with the Common Depositary, duly executed by the Issuers (and having an executed Guarantee from each of Exhibit A attached hereto the Guarantors endorsed thereon) and authenticated by the Trustee or Authenticating Agent as hereinafter provided and shall bear any legends required by applicable law (but without together with the Initial Global Note LegendNotes, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes”) or as Physical Notes. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the The aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, decreased by adjustments made on the records of the Transfer Agent as appropriate, to reflect exchanges and redemptionshereinafter provided. Any endorsement of Notes issued in exchange for interests in a Global Note pursuant to reflect the amount of any increase or decrease Section 3.15 may be issued in the aggregate principal amount form of outstanding permanent certificated Notes represented thereby in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the “Physical Notes”). Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be made by consolidated with and form a single class with the Trustee Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the Note Custodianpurchase price thereof and the date from which the interest accrues) as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 5.08. Except as described under Article Ten, at the direction Initial Notes and any Additional Notes subsequently issued under this Supplemental Indenture will be treated as a single class for all purposes under this Supplemental 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 not fungible with the Notes for U.S. Federal income tax purposes the Additional Notes will have a separate ISIN number or Common Code, if applicable. Unless the context requires otherwise, references to “Notes” for all purposes of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofthis Supplemental Indenture include any Additional Notes that are actually issued.

Form and Dating. The Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) Securities shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the equivalent procedures of Clearstream shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall Notes may be substantially issued in the form set forth on Exhibit Dof Definitive Notes or Global Notes, which is a part of this Indentureas specified by the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnotes 1 and the “Schedule of Exchanges in the Global Note” attached 2 thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto footnotes 1 and without the “Schedule of Exchanges of Interests in the Global Note” attached 2 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the related Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 above such amount thereoffully registered form, without coupons, in Authorized Denominations. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to On the extent permitted by law, if any provision of any Note conflicts with the express provisions of this IndentureIssue Date, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially initially issued in the form of Exhibit A attached hereto one or more permanent global Notes, in registered form (including the "Global Notes"), deposited with the Trustee, as custodian for the Depository. Any Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increasedreduced, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, as custodian for the Depository, as hereinafter provided. The Company may issue Accrued Interest Notes in accordance with instructions given by the Holder thereof second paragraph of Section 2 of the Notes. All Accrued Interest Notes so issued shall constitute obligations of the Company under this Indenture and shall be subject to the terms and conditions contained herein (except with respect to the date from which interest shall accrue) as required by if they were issued on the Issue Date. Section 2.06 hereof.2.2

Form and Dating. The Tranche A Notes and the notation relating to the Trustee’s certificate of authentication shall be substantially in the form of Exhibit Exhibits A hereto. The or B, as applicable, and the Tranche B Notes and the notation on each Note relating to the Guarantees Trustee’s certificate of authentication shall be substantially in the form set forth on Exhibit of Exhibits C or D, which is a part of this Indentureas applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) Notes, annexed hereto as Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture and and, to the extent applicable, the Company, Finance Co, the Subsidiary 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. However, to The Notes will initially be represented by the extent permitted by lawGlobal Notes. The Tranche A Notes and Tranche B Notes, if any provision of any Note conflicts any, offered and sold in their initial distribution in reliance on Regulation S shall be initially issued as a single note, with the express provisions of this Indenturerespect to each tranche, the provisions of this Indenture shall govern and be controlling. Notes issued in global bearer form shall be without interest coupons, substantially in the form of Exhibit A attached hereto (including in respect of Tranche A Notes) or Exhibit C (in respect of Tranche B Notes) hereto, with such applicable legends as are provided in Exhibit A or Exhibit C hereto, as applicable, except as otherwise permitted herein. It is understood that such Global Notes, if any, shall be deposited initially with the Depositary pursuant to the terms of the Depositary Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Global Notes shall be referred to herein as the “Regulation S Global Notes”. The aggregate principal amount of each Regulation S Global Note Legend may from time to time be increased or decreased by adjustments made by annotation or endorsement thereon by the Company or by the Trustee, the Depositary or a custodian of either on behalf of the Company (or by the issue of a further Regulation S Global Notes), in connection with a corresponding decrease or increase in the aggregate principal amount of the U.S. Global Note of the same tranche or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Notes and all other Notes that are not U.S. Global Notes shall collectively be referred to herein as the “Schedule of Exchanges Regulation S Notes”. The Tranche A Notes and Tranche B Notes, if any, offered and sold in the Global Note” attached thereto). Notes issued their initial distribution in definitive form reliance on Rule 144A shall be initially issued as a single note, with respect to each tranche, in global bearer form without interest coupons, substantially in the form of Exhibit A attached hereto (but without in respect of Tranche A) or Exhibit C (in respect of Tranche B) hereto, with such applicable legends as are provided in Exhibit A and Exhibit C hereto, as applicable, except as otherwise permitted herein. It is understood that such Global Notes, if any, shall be deposited initially with the Depositary pursuant to the terms of the Depositary Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Global Note Legend, the phrase identified in footnote 3 thereto and without Notes shall be referred to herein as the “Schedule of Exchanges of Interests in the U.S. Global Note” attached thereto)Notes”. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby each U.S. Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by annotation or endorsement thereon by the Company or by the Trustee, as appropriate, to reflect exchanges and redemptions. Any endorsement the Depositary or a custodian of either on behalf of the Company (or by the issue of a further U.S. Global Note to reflect the amount of any Notes), in connection with a corresponding decrease or increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Regulation S Global Note Custodian, at the direction of the Trusteesame tranche or in consequence of the issue of Definitive Notes or additional U.S. Notes, as hereinafter provided. The U.S. Global Notes and all other Notes evidencing the debt, or any portion of the debt, initially evidenced by such U.S. Global Notes, other than Notes transferred or exchanged upon certification as provided in accordance with instructions given by Section 2.6(a)(i)(1), (2) or (4), shall collectively be referred to herein as the Holder thereof as required by Section 2.06 hereof“U.S. Notes.”

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Company, Finance CoIssuers, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Depositary 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication thereon shall be substantially in the form of Exhibit EXHIBIT A hereto. The notation on each Note relating to the Guarantees shall be substantially in ; PROVIDED, that the form set forth on Exhibit D, which is a part of this Indenturethe Exchange Notes shall include such variations as are permitted or required by the Registration Rights Agreement. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and and, to the extent applicable, the Company, Finance Cothe Parent, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit EXHIBIT A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit EXHIBIT A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend thereon and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 SECTION 2.14 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. 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 Banking Luxembourg" and "Customer Handbook" of Clearstream in effect at the relevant time shall be applicable to transfers of beneficial interests in the Reg S Global Notes that are held by Agent Members through Euroclear or Clearstream.

Form and Dating. There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “6.375% Senior Notes Due 2020”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements. The Stated Maturity of the Notes shall be December 15, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office. The Notes shall bear interest at the rate of 6.375% per annum from and including the Closing Date, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be June 15 and December 15 of each year, beginning on June 15, 2011, and the Trustee’s certificate record date for any interest payable on each such Interest Payment Date shall be the close of authentication shall business on the immediately preceding June 1 and December 1, respectively, whether or not a Business Day. Notes issued in global form will be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall will be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified therein and each shall provide that it shall represent represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will 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 2.07 hereof. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the CompanyPartnership, Finance CoMarkWest Finance, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The Notes Any Note (whether a Global Note or a Definitive Note) that is a Restricted Security shall be bear the Private Placement Legend set forth in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. Exhibit B. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary Guarantors, Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued offered and sold in global form reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form of set forth in Exhibit A attached hereto (including A, deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legends relating to Global Note Legend and the “Schedule of Exchanges Notes set forth in the Global Note” attached thereto). Exhibit B. Notes issued in definitive form shall be substantially in the form of set forth in Exhibit A attached hereto (but without and shall, to the Global Note Legendextent applicable, bear the phrase identified legends set forth in footnote 3 thereto Exhibit B and without the will not have a “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 Sections 2.15 and 2.16 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Following (i) the termination of the Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (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 shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06 2.16(b) hereof) and (B) an Officer’s Certificate from the Issuers, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 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 Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to , the Guarantees shall be substantially terms of which are incorporated in the form set forth on Exhibit D, which is and made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Security Legend and the “"Schedule of Exchanges in the Global Note” Security" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Security Legend and without the “"Schedule of Exchanges of Interests in the Global Note” Security" attached thereto). Each Global Note Security shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note Security to reflect the amount of any increase or decrease in the aggregate principal 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 holder thereof as required by Section 2.06 hereof.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall Notes may be substantially issued in the form set forth on Exhibit Dof Definitive Notes or Global Notes, which is a part of this Indentureas specified by the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnotes 1 and the “Schedule of Exchanges in the Global Note” attached 2 thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto footnotes 1 and without the “Schedule of Exchanges of Interests in the Global Note” attached 2 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A A-1 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its St. Xxxx, Minnesota office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream Banking, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The operating procedures, terms and conditions of Euroclear and Clearstream Banking shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream Banking.

Form and Dating. The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form of annexed hereto as Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially A, in the form set forth on case of the DTC Global, Exhibit DB, which is in the case of the DBC Global and Exhibit C, in the case of a part of this IndentureU.S. Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company 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 $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the form of the Notes (including the Guarantees) annexed hereto as Exhibits A, B and C shall constitute, and are hereby expressly made, a part of this Indenture and Indenture. Each of the Company, Finance Co, the Subsidiary 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. HoweverNotes 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, to substantially in the extent permitted by lawform set forth in Exhibit A (the "DTC Global"), if any provision of any Note conflicts deposited with the express provisions Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of this Indenturea DTC Global may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the provisions of this Indenture shall govern and be controllingDepository or its nominee, as hereinafter provided. Notes issued offered and sold in global form 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 temporary global Notes in bearer form, substantially in the form set forth in Exhibit B (the "Temporary DBC Global") deposited with DBC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following the later of the Separation Date and May 18, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges D hereto, one or more permanent global Notes in the Global Note” attached thereto). Notes issued in definitive bearer form shall be substantially in the form of set forth in Exhibit A attached hereto B (but without the Global Note Legend"Permanent DBC Global" and, together with the Temporary DBC Global, the phrase identified in footnote 3 thereto "DBC Global") duly executed by the Company and without authenticated by the “Schedule of Exchanges of Interests Trustee as hereinafter provided shall be deposited with DBC, which shall reflect on its books and records the date and a decrease in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent Temporary DBC Global in an amount equal to the principal amount of the beneficial interest in the Temporary DBC Global transferred. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby a DBC Global may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease decreased by adjustments made in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depository or its nominee, as herein provided. Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in accordance with instructions given the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit C (the "U.S. Certificated Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the DBC Global shall be in the form of certificated Notes in registered form substantially in the form set forth in Exhibit C (the "Regulation S Certificated Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the DTC Global shall be in the form of the U.S. Certificated Note. The Regulation S Certificated Notes and the U.S. Certificated Notes are sometimes collectively referred to herein as the "Certificated Notes". The DTC Global and DBC Global are sometimes collectively herein referred to as the "Global Notes". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Holder thereof rules of any securities exchange on which the Notes may be listed, all as required determined by Section 2.06 hereofthe officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Exchange Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A Exhibits A-1 and A-2 hereto, respectively. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Senior Notes may have notations, -------------------- legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Senior Notes and any notation, legend or endorsement thereon. Each Senior Note shall be dated the date of issuance and shall show the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Senior Notes (including the Guarantees) annexed hereto as Exhibits A-1 and A-2, shall constitute, and are hereby expressly made, a part -------------------- of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary 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. HoweverSenior Notes offered and sold in reliance on Rule 144A and Senior Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), to (2), (3) or (7) under the extent permitted by law, if any provision Securities Act) and Senior Notes offered and sold in reliance on Regulation S of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form Securities Act shall be issued initially in the form of one or more Global Notes, substantially in the form of set forth in Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges A-1 in the Global Note” attached thereto). case of the Initial Notes issued in definitive form shall be substantially and Exhibit A-2 ----------- ----------- in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such case of the outstanding Notes Exchange 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 be specified therein and each shall provide that it shall represent bear the legend set forth in Exhibit B. The --------- aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depository, as hereinafter provided. Senior Notes issued in accordance with instructions given by exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the Holder thereof form of permanent certificated ------------ Notes in registered form in substantially the form set forth in Exhibits A-1 or --------------- A-2, as required by Section 2.06 hereof.applicable (the "Physical Notes"). --- --------------

Form and Dating. The (a)The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiples multiple of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto (including and shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Trustee as Note Legend Custodian, and the “Schedule of Exchanges registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of the form Depositary or a nominee of Exhibit A attached hereto (but without the Global Note LegendDepositary, duly executed by the phrase identified in footnote 3 thereto Issuer and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 hereof2.6. Except as set forth in Section 2.6, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiples multiple of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance CoIssuer, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially in the form of one or more Global Notes substantially in the form of attached as Exhibit A attached hereto (including and shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Trustee as Note Legend Custodian, and the “Schedule of Exchanges registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of the form Depositary or a nominee of Exhibit A attached hereto (but without the Global Note LegendDepositary, duly executed by the phrase identified in footnote 3 thereto Issuer and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The Notes Each Note shall be have an executed Subsidiary Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in denominations the form of $2,000 and integral multiples of $1,000 above such amount thereof. Exhibit B. The terms and provisions contained in the Notes (including and the Guarantees) Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Company, Finance Coextent applicable, the Subsidiary GuarantorsIssuer, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form 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 having an executed Subsidiary Guarantee from each of Exhibit A attached hereto the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto)Notes”) or as Physical Notes. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the The aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in accordance 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 and bearing the applicable legends, if any (the “Physical Notes”). Additional Notes ranking pari passu with instructions given the Initial Notes (as defined in Section 2.02) may be created and issued from time to time by the Holder 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 required by Section 2.06 hereofthe Initial Notes. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to the Notes; provided further that if the Additional Notes are not fungible with the Notes for U.S. Federal income tax purposes the Additional Notes will have a separate CUSIP number, if applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually issued.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part of this Indenture. The notation on each Note relating to the Subsidiary Guarantees shall be substantially in the form set forth on Exhibit DC, which is 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 rule, agreements to which the Company or each Restricted Subsidiary is subject, or usage. Each Note shall be dated the date of its authentication. The Notes shall be issuable only in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained Notes shall, in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts accordance with the express provisions of this Indenturefollowing provisions, the provisions of this Indenture shall govern and be controlling. Notes issued issuable (i) in global form shall be substantially whole or in part in the form of Exhibit A attached hereto (including the Global Note Legend and, in such case, the Depositary for such Global Note shall be designated by the Company in an Officers' Certificate delivered to the Trustee on or prior to the Issuance Date and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued (ii) in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto)one or more Definitive Notes. Each The Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes of all Holders other than, in the case of Notes that are Restricted Securities, Holders that are IAIs, from time to time endorsed thereon and en dorsed thereon; provided, that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. In the case of Notes that are Restricted Securities, Definitive Notes shall be issued to all Holders that are IAIs in the aggregate amount of outstanding Notes held by such Holders. Any endorsement en dorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal 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. Every Global Note authenticated and delivered hereunder will bear a legend substantially in the form thereof set forth on Exhibit A hereto.

Form and Dating. The Each series of Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A X-0, Xxxxxxx X-0 or Exhibit A-3 hereto, as applicable. The notation on each Note relating to the Guarantees shall Notes may be substantially issued in the form set forth on Exhibit Dof Definitive Notes or Global Notes, which is a part of this Indentureas specified by the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 above such amount in excess thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Each series of Notes issued in global form shall be substantially in the form of Exhibit A X-0, Xxxxxxx X-0 or Exhibit A-3 attached hereto (including the Global Note Legend text referred to in footnotes 1 and the “Schedule of Exchanges in the Global Note” attached 2 thereto), as applicable. Each series of Notes issued in definitive form shall be substantially in the form of Exhibit A X-0, Xxxxxxx X-0 or Exhibit A-3 attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto footnotes 1 and without the “Schedule of Exchanges of Interests in the Global Note” attached 2 thereto), as applicable. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 transfer and exchange of beneficial interests in the Global Notes and notices to and from the owners of the beneficial interests in the Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Except as provided in Section 2.06 hereof, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following (i) the termination of the Distribution Compliance Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Company of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Distribution Compliance Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(b) hereof) and (B) an Officers’ Certificate from the Company, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 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 Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Form and Dating. Provisions relating to the Senior Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Notes Indenture. The (i) Senior Notes and the Trustee’s certificate of authentication and (ii) any Additional Senior Notes (if issued as Senior Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is hereby incorporated in and expressly made a part of this Senior Notes Indenture. The Senior Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which any Issuer or usageany Senior Note Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Senior Note shall be dated the date of its authentication. The Senior Notes shall be issuable only in registered form without interest coupons and in minimum denominations of $2,000 and integral multiples of $1,000 above such amount in excess thereof. The terms and provisions contained Global Senior Securities shall be in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture registered form without interest coupons and the Company, Finance Co, 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form Definitive Securities shall be substantially in registered form without interest coupons. Each Global Security shall represent such of the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). outstanding Senior Notes issued in definitive form as shall be substantially specified in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global NoteSecurity” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, to reflect exchanges and redemptions. Any endorsement of a Global Note Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Notes represented thereby shall be made by the Trustee or the Note CustodianRegistrar, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 2.03 hereof.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary 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. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A Exhibits A-1 or A-2 attached hereto (including the Global Note Legend and the “"Schedule of Exchanges in the Global Note” " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto Legend and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, 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 Note (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 Note or an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by the Agent Members through Euroclear or Cedel Bank.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Casella shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The Notes Each Note shall be have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in denominations the form of $2,000 and integral multiples of $1,000 above such amount thereof. Exhibit E. The terms and provisions contained in the Notes (including and the Guarantees) Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Companyextent applicable, Finance CoCasella, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern Notes offered and be controlling. sold in reliance on Rule 144A and Notes issued offered and sold in global form reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by Casella (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 legends set forth in Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). B. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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 written instructions given by the Holder thereof as required by Section 2.06 hereof. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). Additional Notes ranking pari passu with the Notes issued on the Issue Date may be created and issued from time to time by Casella without notice to or consent of the Holders and shall be consolidated with and form a single class with the Notes issued on the Issue Date and shall have the same terms as to status, redemption or otherwise as the Notes issued on the Issue Date (other than issue date, issue price, initial interest payment date and initial interest record date); provided that Xxxxxxx’x ability to issue Additional Notes shall be subject to Xxxxxxx’x compliance with Sections 4.10 and 4.12 hereof.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Guarantees Guarantee shall be substantially in the form set forth on of Exhibit D, which is a part of this Indenture. B. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend text referred to in footnotes 1 and the “Schedule of Exchanges in the Global Note” attached 2 thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the Global Note Legend, the phrase identified text referred to in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached 1 thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal 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.

Form and Dating. The Rule 144A Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A heretoA. Subject to Section 2.06, the Rule 144A Notes shall be in an aggregate principal amount no greater than $130,000,000; provided, that if Exchange Notes are issued hereunder pursuant to the Exchange Offer, the aggregate maximum principal amount of Rule 144A Notes shall be reduced by the principal amount of Exchange Notes so issued. The notation on each Note relating to Exchange Notes, when and if issued, and the Guarantees Trustee's certificate of authentication shall be substantially in the form set forth on of Exhibit DB. Subject to Section 2.06, which is a part the Exchange Notes shall be in an aggregate principal amount no greater than $130,000,000 less the aggregate principal amount of this IndentureRule 144A Notes not exchanged for the Exchange Notes in the Exchange Offer. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 1,000 and integral multiples of $1,000 above such amount thereof. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Subsidiary Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to may be bound thereby. However, to the extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes initially issued in global form shall be substantially either in the form of Exhibit A attached hereto (including the a Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). or Notes issued in definitive form shall be substantially or in the form of Exhibit Definitive Notes or both. A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding 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 aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Note Custodianan Agent thereof, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof thereof. Definitive Notes shall be 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 required determined by Section 2.06 hereofthe Officers executing such Notes, as evidenced by their execution of such Notes. The Rule 144A Notes and the Exchange Notes shall constitute one class of securities for all purposes, will vote and consent together on all matters as one class and will not have the right to vote or consent as a separate class on any matter. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this 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.