Common use of Form and Dating Clause in Contracts

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 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 each be substantially in the form of Exhibit A attached hereto. 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 initially Each Note shall be issued only have an executed notation of Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in denominations the form of $2,000 and any integral multiple of $1,000 in excess thereof. Exhibit C. The terms and provisions contained in the Notes and the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, the Guarantors Issuers, 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. HoweverThe Initial Notes shall be issued in the form of one or more global Notes in registered form, to substantially in the extent any provision of any Note conflicts form set forth in Exhibit A (the “Initial Global Notes”), deposited with the express provisions Trustee, as custodian for the Depositary, duly executed by the Issuers (and having an executed notation of this Indenture, Guarantee from each of the provisions of this Indenture Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall govern and be controlling. bear the legend set forth in Exhibit B. The Notes issued after the Issue Date shall be issued initially in the form of one or more Global global Notes in registered form, substantially in the form attached as set forth in Exhibit A hereto and shall be A, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in the name of the Depositary or a nominee of custodian for the Depositary, duly executed by the Issuer Issuers (and having an executed notation of Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. Each Global Note shall represent such The aggregate principal amount of the outstanding Global Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depositary as hereinafter provided. Notes issued in accordance exchange for interests in a Global Note pursuant to Section 3.14 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 may be created and issued from time to time by the Holder Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues) as required by SECTION 2.6 hereofthe Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 5.08. Except as set forth in SECTION 2.6 hereofdescribed under Article X, the Global Initial Notes may and any Additional Notes subsequently issued under this Supplemental Indenture will be transferredtreated as a single class for all purposes under this Supplemental Indenture, in whole 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 in partfungible with the Notes for U.S. federal income tax purposes the Additional Notes will have a separate CUSIP number, only if applicable. Unless the context requires otherwise, references to another nominee “Notes” for all purposes of the Depositary or to a successor of the Depositary or its nomineethis Supplemental Indenture include any Additional Notes that are actually issued.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 hereofSection 2.6. Except as set forth in SECTION 2.6 hereofSection 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 's certificate of authentication shall each be substantially in the form included in Exhibit A hereto. The Subsidiary Guarantees shall be substantially in the form of Exhibit A attached heretoA, the terms of which are incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnotes 1 and 3 thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without including the text referred to in footnotes 1 and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided3 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 Section 2.06 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 each be substantially in the form of Exhibit A attached 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 initially shall be issued only in denominations of $2,000 and any integral multiple multiples of $1,000 in excess 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 IssuerCompany, the 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 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 substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 each 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 multiple multiples of $1,000 in excess 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 IssuerCompany, Finance Co, the Guarantors 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 issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 each be substantially in the form of Exhibit A attached hereto. 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 initially Each Note shall be issued only 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 any integral multiple of $1,000 in excess thereof. Exhibit B. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global permanent global Notes in registered form, substantially in the form attached as set forth in Exhibit A hereto and shall be (each a “Global Note”), deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in the name of the Depositary or a nominee of custodian for the Depositary, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. Each Global Note provided and shall represent such bear the legend set forth in Exhibit C. The aggregate principal amount of the outstanding Global Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction 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 2.6 hereof. Except as form of permanent certificated Notes in registered form in substantially the form set forth in SECTION 2.6 hereofExhibit A and bearing the applicable legends, if any (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“Physical Notes”).

Form and Dating. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit EXHIBIT A attached hereto. 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 initially Each Note shall be issued only have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in denominations the form of $2,000 and any integral multiple of $1,000 in excess thereof. EXHIBIT E. The terms and provisions contained in the Notes and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, Casella, 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 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. The sold in reliance on Rule 144 and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes Notes, substantially in the form attached as Exhibit A hereto and shall be set forth in EXHIBIT A, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in custodian for the name of the Depositary or a nominee of the DepositaryDepository, duly executed by Casella (and having an executed Subsidiary Guarantee from each of the Issuer Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. Each Global Note provided and shall represent such bear the legends set forth in EXHIBIT B. The aggregate principal amount of the outstanding Global Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction 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 2.6 hereof. Except as form of permanent certificated Notes in registered form in substantially the form set forth in SECTION 2.6 hereof, EXHIBIT A (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"PHYSICAL NOTES").

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially Each Note shall be issued only 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 any integral multiple of $1,000 in excess thereof. Exhibit C. The terms and provisions contained in the Notes and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the extent applicable, the Issuer, 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. HoweverNotes issued as of the Closing Date shall be issued in the form of one or more global Notes, to each in registered form, substantially in the extent any provision of any Note conflicts form set forth in Exhibit A, deposited with the express provisions Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of this Indenture, the provisions of this Indenture Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall govern and be controllingbear any legends required by applicable law (the “Initial Global Note(s)”). The Notes issued after the Closing Date shall be issued initially in the form of one or more Global global Notes in registered form, substantially in the form attached as set forth in Exhibit A hereto and shall be A, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in custodian for the name of the Depositary or a nominee of the DepositaryDepository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”). Each Global Note shall represent such The aggregate principal amount of the outstanding Global Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction 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 thereof as required by SECTION 2.6 hereof. Except as set forth form of definitive Notes registered in SECTION 2.6 hereof, the name or names of Persons other than a Depository for Global Notes may be transferred, in whole and not in part, only to another or a nominee of or nominees thereof (the Depositary or to a successor of the Depositary or its nominee“Physical Notes”).

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerIssuers, 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 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 issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer Issuers and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 hereofSection 2.6. Except as set forth in SECTION 2.6 hereofSection 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 's certificate of authentication shall each 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 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerPartnership, El Paso Finance, the Guarantors 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 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 substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 1 thereto and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple multiples thereof. The Notes may bear notations of $1,000 in excess thereofSubsidiary Guarantees. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A hereto attached hereto, but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth 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 SECTION 2.6 hereof, the Regulation S Global Notes may only be transferred, in whole and not in part, only to another nominee held through Euroclear or CEDEL. The aggregate principal amount of the Depositary Regulation S Global Notes may from time to time be increased or to a successor 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 Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto, the terms of which are incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company is subject 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 multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in denominations of $1,000 and integral multiples thereof. Notes and the notation thereon relating to the Subsidiary Guarantees issued in global form of one or more Global Notes shall be substantially in the form attached as of Exhibit A attached hereto (including the text referred to in footnote 1 and the additional schedule referred to in footnote 5 thereto). Notes and the notation thereon relating to the Subsidiary Guarantees issued in definitive form shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered substantially in the name form of Exhibit A attached hereto (but without including the Depositary or a nominee of text referred to in footnote 1 and the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedadditional schedule referred to in 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 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. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached A-1 (or in the case of a Regulation S Temporary Global Note, Exhibit A-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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple multiples thereof. Subject to Section 4.17 and 11.02 hereof, the Notes may bear notations of $1,000 in excess thereofSubsidiary Guarantees. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent 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. The Notes issued in global form shall be issued initially substantially in the form of one Exhibit A-1 or more 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth Note Custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 successor 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. (a) The Notes (including, without limitation, any Additional Notes and all Disputed Claims Notes) and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit EXHIBIT A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Global Notes shall be issued initially substantially in the form of one or more EXHIBIT A attached hereto (including the Global Note Legend thereon and the "Schedule of Increases of, and Exchanges of Interests in, the Global Note" attached thereto). Definitive Notes shall be substantially in the form of EXHIBIT A attached as Exhibit A hereto (but without the Global Note Legend thereon and shall be deposited on behalf without the "Schedule of the purchasers of the Notes represented thereby with the Trustee as Note CustodianIncreases of, and registered in Exchanges of Interests in, the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions and transfers issuances of interestsAdditional 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 2.6 Section 2.06 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 each be substantially in the form of Exhibit A 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 fully registered form, without coupons, and in minimum denominations of $2,000 of principal amount and any integral multiple multiples of $1,000 in excess thereof. The registered Holder shall be treated as the owner of such Note for all purposes. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Issuer, the 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 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 issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer Issuers and authenticated by the 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 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. (a) The Notes and the Trustee’s certificate of authentication shall each 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 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerCompany, Finance Co, the Guarantors 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 issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except as set forth in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only Back to another nominee of the Depositary or to a successor of the Depositary or its nominee.Contents

Form and Dating. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Notes may be issued in the form of Definitive Notes or Global Notes, as 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnote 1 and 2 thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without including the text referred to in footnote 1 and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided2 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 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 nomineeSection 2.06.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of attached hereto as Exhibit A attached hereto. 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 initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the form of the Notes attached hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and Indenture. Each of the Issuer, the Guarantors Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global permanent global Notes in registered form, substantially in the form attached hereto as Exhibit A hereto and shall be deposited on behalf of (the purchasers of the Notes represented thereby with the Trustee as Note Custodian“U.S. Global Notes”), and registered in the name of the Depositary or a nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such The aggregate principal amount of the outstanding U.S. Global Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, in accordance with instructions given by the Holder thereof as required by 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 custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and 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 the Regulation S Global Notes may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes that are transferred to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation S) shall be issued in the form of permanent Certificated Notes in registered form in substantially the form 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 rules of any securities exchange on which the Notes may be listed, all as determined by the Officer executing such Notes, as evidenced by its execution of such Notes.

Form and Dating. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 notation relating to the Trustee’s certificate of authentication thereof, shall each be substantially in the form of Exhibit A attached hereto. 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 initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes 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 Issuer, the 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 any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controllingwill govern. The Notes will initially be represented 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 initially in temporary global form without interest coupons, substantially in the form of one or more Exhibit A hereto, with such applicable legends as are provided in Exhibit A collectively, the “Temporary Regulation S Global Notes”). Except as set forth in Section 2.07(c), beneficial interests in the Temporary Regulation S Global Notes substantially will not be exchangeable for interests in the form attached as Exhibit A hereto and shall be deposited on behalf Rule 144A Global Notes, a permanent global note (a “Permanent Regulation S Global Note” and, together with the Temporary Regulation S Global Notes, the “Regulation S Global Notes”) or any other Note prior to the expiration of the purchasers Distribution Compliance Period. After expiration of the Distribution Compliance Period, Temporary Regulation S Global Notes represented thereby with 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 as that beneficial interests in such Temporary Regulation S Global Note Custodian, and registered 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 name Securities Act. The aggregate principal amount of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges, redemptions and transfers decreased by adjustments made on the records of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note CustodianRegistrar, at as the direction 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 TrusteeRule 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 accordance their initial distribution to QIBs in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with instructions given such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Initial Rule 144A Global Notes” and together with any other Note evidencing the debt, or any portion of the debt, evidenced by the Holder thereof as required by SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereofsuch Initial Rule 144A Global Notes, the “Rule 144A Global Notes”). The aggregate principal amount of the Rule 144A Global Notes may from time to time be transferredincreased 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 Rule 144A Global Note), in whole and not connection with a corresponding decrease or increase in part, only to another nominee the aggregate principal amount of the Depositary Regulation S Global Notes or to a successor in consequence of the Depositary issue of Definitive Notes or its nomineeadditional Rule 144A Global Notes, as hereinafter provided.

Form and Dating. (a) The Senior Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Subsidiary Guarantees shall be substantially in the form of Exhibit F attached hereto, the terms of which 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Senior Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerCompany, 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 any provision of any Senior Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Senior Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend affixed thereon and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the 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 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 substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 a)The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 hereofSection 2.6. Except as set forth in SECTION 2.6 hereofSection 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 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerCompany, the 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 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 substantially in the form of one or more Exhibit 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 a successor 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. (a) The Notes and the Trustee’s 's certificate of authentication authentication, in respect thereof, shall each be substantially in the form of Exhibit A attached hereto, which Exhibit is 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained Notes issued in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes global form shall be issued initially substantially in the form of one or more Exhibit A attached hereto (including the Global Note Legend and the "Schedule of Exchanges of Definitive Notes" attached thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedDefinitive 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, redemptions exchanges and transfers of interestsredemptions. 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 Section 2.6 hereof. Except as set forth The terms and provisions contained in SECTION 2.6 hereofthe forms of Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Global Notes may Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nomineebound thereby.

Form and Dating. (a) The Notes Securities and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially shall Securities will be issued in registered form, without coupons and only in denominations of $2,000 100,000 and any integral multiple multiples of $1,000 in excess thereof1,000. The terms and provisions contained in the Notes Securities shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controllingGlobal Securities. The Notes issued in global form shall be issued initially substantially in the form of one or more Exhibits A and A-1 attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Securities" attached thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A or A-1 attached hereto (but without the Global Note Legend thereon and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 each be substantially in the form set forth in Exhibit A, which exhibit is part of Exhibit A attached heretothis 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 Notes initially shall be issued only in denominations aggregate principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controllingno greater than $64.7 million. The Notes shall will be initially issued initially in global form, substantially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto (including footnotes 1 and shall be deposited on behalf of 2 thereto and the purchasers of the Notes represented thereby with the Trustee text referred to therein) hereinafter referred to as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided“Global Note”. Each Global Note shall will represent such of the outstanding Notes as shall be specified therein and each shall will provide that it shall represent 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 exchangestransfers, redemptions exchanges and transfers of interestsredemptions. 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 CustodianHolder, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 hereofthereof. Except as set forth in SECTION 2.6 hereofHolders of Notes who elect to take physical delivery of their certificates (collectively, the “Non-Global Notes may Purchasers”) will be transferredissued certificates in the registered form of certificated Notes, substantially in whole the form of Exhibit A (excluding footnotes 1 and not in part, only 2 thereto and the text referred to another nominee therein) (the “Certificated Notes”). Payment of the Depositary 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 account is specified, by mailing a check to a successor each Holder’s registered address. Payment of the Depositary or its nomineeprincipal 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 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. To the extent any provision in any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially Any Note (whether a Global Note or a Definitive Note) that is a Restricted Security shall be issued only bear the Private Placement Legend set forth in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Exhibit B. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, the 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 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 offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes Notes, substantially in the form attached as set forth in Exhibit A hereto and shall be A, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in the name of the Depositary or a nominee of custodian for the Depositary, duly executed by the Issuer Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends relating to Global Notes set forth in Exhibit B. Notes issued in definitive form shall be substantially in the form set forth in Exhibit A and shall, to the extent applicable, bear the legends set forth in Exhibit B and 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Sections 2.15 and 2.16 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 successor beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 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. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerCompany, the 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 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 substantially in the form of one or more Exhibit 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee 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 successor 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. (a) The Notes Securities and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto, the terms of which are incorporated in and made a part of this Indenture. The Subsidiary Guarantee shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company is subject or usage. Each Note Security shall be dated the date of its authentication. The Notes initially Securities shall be issued only initially in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes Security annexed hereto as Exhibit A and the Subsidiary Guarantee annexed hereto as Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture. In the event of a conflict between this Indenture and Exhibit A or B hereto, this Indenture shall control. To the Issuerextent applicable, the Guarantors Company, the 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 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 Securities will initially be issued initially in global form, substantially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedattached hereto. Each The Global Note Securities shall represent such of the outstanding Notes Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes Securities from time to time endorsed thereon and that the aggregate amount of outstanding Notes Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note Security to reflect the amount of any increase or decrease in the amount of outstanding Notes Securities represented thereby shall be made by the Trustee or the Note Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by 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 nomineethereof.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 will be issued only in registered form, without coupons, and in denominations of $2,000 and any integral multiple multiples of $1,000 in excess thereof. The registered Holder will be treated as the owner of such Note for all purposes. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (a) The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer Company and authenticated by the 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 hereofSection 2.6. Except (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 SECTION 2.6 hereofExhibit 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 may that (i) shall be transferred, registered in whole and not in part, only to another the name of the Depositary or the nominee of the Depositary or and (ii) shall be delivered by the Trustee to a successor of the Depositary or its nomineepursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary.

Form and Dating. (a) The Notes Securities and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes Securities shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend thereon and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except as set forth 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 SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary that are held by Participants through Euroclear or to a successor of the Depositary or its nomineeClearstream.

Form and Dating. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto, the terms of which are incorporated in 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more Exhibit A attached hereto (including the Global Security Legend and the "Schedule of Exchanges in the Global Security" attached thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without the Global Security Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 Senior Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto, the terms of which 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Senior Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Senior Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Senior Notes issued in global form shall be issued initially substantially in the form of one or more Exhibit A attached hereto (including the Global Security Legend and the "Schedule of Exchanges in the Global Security" attached thereto). Senior Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without the Global Security Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A 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 minimum denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the form of the Notes and the notation thereon relating to the Subsidiary Guarantees annexed hereto as Exhibit A and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without including the text referred to in footnotes 1 and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided2 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 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. (a) The Notes and the Trustee’s 's certificate of authentication shall each 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 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerPartnership, GulfTerra Finance, the Guarantors 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 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 substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 1 thereto and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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. 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 (ai) The 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 attached hereto, 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 initially shall be issued issuable only in registered form without interest coupons and in minimum denominations of $2,000 and any integral multiple multiples of $1,000 in excess thereof. The terms and provisions contained Global Securities shall be in the Notes shall constitute, and are hereby expressly made, a part of this Indenture registered form without interest coupons and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes Definitive Securities shall be issued initially in the registered form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedwithout interest coupons. Each Global Note Security shall represent such of the outstanding Senior Notes as shall be specified therein in the “Schedule of Exchanges of Interests in the Global Security” attached 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.03 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 each be substantially in the form of Exhibit A 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 Subject to the issuance of PIK Notes initially 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 any integral multiple multiples of $1,000 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 equal 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 shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 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 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Notes may be issued in the form of Definitive Notes or Global Notes, as 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 initially shall be issued only in denominations of $2,000 100,000 and any integral multiple multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 each 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 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerPartnership, MarkWest Finance, the Guarantors 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 issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 3 thereto and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one Exhibits A-1 or more 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 successor 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. (a) The Notes and the Trustee’s 's certificate of authentication shall each 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 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerPartnership, El Paso Finance, the Guarantors 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 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 substantially in the form of one or more 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-1 attached as Exhibit A hereto (but without the Global Note Legend, the phrase identified in footnote 1 thereto and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 successor 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. (a) The Senior Subordinated Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially shall be issued only in fully registered form, without coupons, in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Senior Subordinated Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Senior Subordinated Notes issued in global form shall be issued initially substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto). Senior Subordinated Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without including the text referred to in footnotes 1 and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided2 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, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the 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 2.6 hereof. Except Section 2.06 hereof in such form as set forth in SECTION 2.6 hereof, is reasonably satisfactory to 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 nomineeTrustee.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 minimum denominations of $2,000 100,000 and any integral multiple multiples of $1,000 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 shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the IssuerCompany, 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 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. The Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except as set forth 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 SECTION 2.6 hereof, the Regulation S Global Notes may be transferredthat are held by members of, or Participants, in whole and not in part, only to another nominee of the Depositary DTC through Euroclear or to a successor of the Depositary or its nomineeClearstream.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 any integral multiple multiples of $1,000 in excess thereofof $2,000. The aggregate principal amount of 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 IssuerCompany, Finance Co, the 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 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 initially 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 one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 The provisions of the Depositary or to a successor “Operating Procedures of the Depositary 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 its nomineeClearstream.

Form and Dating. (a) The Notes and the Trustee’s 's certificate of authentication thereon shall each be substantially in the form of Exhibit EXHIBIT A attached hereto; PROVIDED, that the form of the 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 initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, the Company, the Parent, 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 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 substantially in the form of one or more 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 as Exhibit A hereto (but without the Global Note Legend thereon and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 2.14 hereof. Except as set forth The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in SECTION 2.6 hereof, any other manner permitted by the Global rules of any securities exchange on which the Notes may be transferredlisted, in whole and not in partall as determined by the Officers executing such Notes, only to another nominee as evidenced by their execution of such Notes. The provisions of the Depositary or to a successor "Operating Procedures of the Depositary 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 its nomineeClearstream.

Form and Dating. (a) 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 each 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 (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached heretothereto). The Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it 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 have notationsfrom time to time be reduced or increased, legends as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or endorsements decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as 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 multiple of $1,000 in excess thereofSection 2.07 hereof. The terms and provisions contained in the Notes shall will constitute, and are hereby expressly made, a part of this Supplemental Indenture and the IssuerCompany, 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 this the Indenture, the provisions of this the Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 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 Securities and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially shall Securities will be issued in registered form, without coupons and only in denominations of $2,000 10,000 and any integral multiple multiples of $1,000 1,000, provided, however that prior to the date of the Exchange Offer, all Institutional Accredited Investors must hold the Securities only in excess thereofdenominations of $100,000 or more and integral multiples of $1,000. The terms and provisions contained in the Notes Securities shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controllingGlobal Securities. The Notes issued in global form shall be issued initially substantially in the form of one or more Exhibits A and A-1 attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Securities" attached thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A or A-1 attached hereto (but without the Global Note Legend thereon and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 each be substantially in the form of Exhibit A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerIssuers, 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 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 issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer Issuers and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 Section 2.16 hereof. Except as set forth in SECTION 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 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained contained, the Guarantors in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one Exhibits A-1 or more 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or to 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 successor 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 Depositary or its nominee.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 each be substantially in the form of Exhibit A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. 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 2.6 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 's certificate of authentication shall each be substantially in the form of Exhibit EXHIBIT A 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 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more 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 as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Guarantee shall be substantially in the form of Exhibit 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerCompany, 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 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 substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto and shall be deposited on behalf of (but without including the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered text referred to in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedfootnote 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 Section 2.06 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 each be substantially in the form of Exhibit A attached 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerCompany, the 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 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 substantially in the form of one or more Exhibit 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except as set forth Notes offered and sold in SECTION 2.6 hereof, reliance on Regulation S shall be issued initially in the Global Notes may be transferred, in whole and not in part, only to another nominee form of the Depositary or to Regulation S Temporary Global Note (accompanied by a successor notation of the Depositary or its nominee.Note Guarantees duly endorsed by the Guarantors), which shall be deposited on behalf of the

Form and Dating. (a) The Notes and the related Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto, which is 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 multiple of $1,000 fully registered form, without coupons, in excess thereofAuthorized Denominations. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to On the extent any provision of any Note conflicts with the express provisions of this IndentureIssue Date, the provisions of this Indenture shall govern and be controlling. The Notes shall be initially issued initially in the form of one or more permanent global Notes, in registered form (the "Global Notes substantially in the form attached as Exhibit A hereto and shall be Notes"), deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in custodian for the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedDepository. Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increasedreduced, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, as custodian for the Depository, as hereinafter provided. The Company may issue Accrued Interest Notes in accordance with instructions given by the Holder thereof as required by 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 second paragraph of Section 2 of the Depositary or to a successor Notes. All Accrued Interest Notes so issued shall constitute obligations of the Depositary or its nominee.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 if they were issued on the Issue Date. Section 2.2

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 any integral multiple multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the IssuerIssuers, 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 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 substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 2022 Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The 2027 Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto. The 2047 Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit C 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 any integral multiple multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Issuer, the 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 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. The 2022 Notes, the 2027 Notes or the 2047 Notes issued in global form shall be issued initially substantially in the form of one Exhibit A, Exhibit B or more Exhibit C, respectively, attached hereto (including the legend described in Section 2.06(f)(i) and the “Schedule of Exchanges in the Global Note” attached thereto). The 2022 Notes, the 2024 Notes or the 2027 Notes issued in definitive form shall be substantially in the form of Exhibit A, Exhibit B, Exhibit C, respectively, attached as Exhibit A hereto but without the legend described in Section 2.06(f)(i) and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of Global Note” attached thereto (such notes, the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided“Definitive Notes”)). 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 each be substantially in the form of Exhibit A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. 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, redemptions and transfers 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 2.6 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 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto, the terms of which are --------- incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which ACC is subject or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only initially in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms Notes offered and provisions contained sold in reliance on Rule 144A under the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes Securities Act shall be issued initially in the form of one or more Global Notes a single permanent global Note, in definitive, fully registered form without interest coupons, substantially in the form attached as set forth in Exhibit A hereto attached hereto, including the text referred to in --------- footnote 1 and the additional schedule referred to in footnote 2 thereto (the "U.S. Global Note"). Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered issued initially in the name form of a single permanent global Note, in definitive, fully registered form without interest coupons, substantially in the Depositary or a nominee 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 Depositary, duly executed by text referred to in footnote 1 and the Issuer and authenticated by the Trustee as hereinafter providedadditional schedule referred to in 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 Section 2.06 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 's certificate of authentication shall each be substantially in the form of annexed hereto as Exhibit A attached heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, law or stock exchange rule or usageagreements to which the Company is subject. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in minimum denominations of $2,000 1,000 Principal Amount and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes form of the Note annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and Indenture. To the Issuerextent applicable, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the global form of one or more (a "Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note Note") shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers redemptions, purchases or conversions of interestssuch Notes permitted by this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount Principal Amount of outstanding Notes represented thereby shall be made by the Trustee. Payment of Principal Amount, Accreted Value, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Purchase Price or interest, if any, on any Global Note shall be made to the Holder of such Note. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notes. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes. Initially, the Global Note Custodianor Notes will be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee, as custodian for Cede & Co. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Securities Act (or any successor provision) ("Rule 144A") and Notes offered and sold outside the United States to persons other than "U.S. persons", as defined in Regulation S under the Securities Act ("Non-U.S. Persons"), in reliance on Regulation S under the Securities Act shall be (i) issued initially only in the form of one or more permanent Global Notes in registered form without interest coupons, (ii) duly executed by the Company and authenticated by the Trustee as hereinafter provided, (iii) registered in the name of the Depositary or its nominee for credit to the respective accounts of Holders at the direction Depositary and (iv) deposited with the Trustee, as custodian for the Depositary. Global Notes shall be substantially in the form set forth in Exhibit A attached hereto. The aggregate Principal Amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof thereof, as required hereinafter provided. Notes that are not Restricted Securities shall not bear the Restricted Note Legend. The definitive Notes shall be typed, printed, lithographed or engraved or produced by SECTION 2.6 hereof. Except as set forth any combination of these methods or may be produced in SECTION 2.6 hereof, any other manner permitted by the Global rules of any securities exchange on which the Notes may be transferredlisted, in whole and not in partall as determined by the Officers executing such Notes, only to another nominee as evidenced by their execution of the Depositary or to a successor of the Depositary or its nomineesuch Notes.

Form and Dating. (a) The Notes and the TrusteeNotes Administrator’s certificate of authentication shall each be substantially in the form of Exhibit A attached heretohereto 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 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 initially 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 issued only in denominations of $2,000 1.00 or any integral multiple of $1.00 in excess thereof), the Notes shall be issued in global registered form, substantially in the form of Exhibit A 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 multiple multiples of $1,000 in excess thereof. The terms and provisions contained On any Interest Payment Date on which the Issuers pay interest all or in part in PIK Interest (a “PIK Payment”) with respect to a Global Note, the Notes Administrator shall constituteincrease the principal amount of such Global Note by an amount equal to the interest payable as PIK Interest, and are hereby expressly maderounded down to the nearest whole dollar, a part for the relevant interest period on the principal amount of this Indenture and such Global Note as of the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Howeverrelevant Record Date, to the extent any provision credit of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern Holders on such Record Date and be controlling. The Notes an adjustment shall be issued initially in made on the form of one or more Global Notes substantially in the form attached as Exhibit A hereto books and shall be deposited on behalf of the purchasers records of the Notes represented thereby Administrator with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent respect to such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a 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 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 of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereof, the Global Notes may be transferred, in nearest whole dollar and not need be in part, only to another nominee a multiple of the Depositary or to a successor of the Depositary or its nominee$1,000.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Notes may be issued in the form of Definitive Notes or Global Notes, as 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerCompany, 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 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 substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without including the text referred to in footnotes 1 and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided2 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple of multiples thereof and shall be limited to $1,000 100.0 million in excess thereofaggregate principal amount. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one Exhibits A-1 or more 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 successor 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. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto, the terms of which are incorporated in and made a part of this Indenture. Each Note shall include the Guarantee executed by each of the Note Guarantors in the form of Exhibit C attached hereto, the terms of which are incorporated into and made a part of this Indenture. The Notes may have notations, legends or endorsements required by usage or law, stock exchange rule or usageagreements to which the Issuer is subject. Each Note shall be dated the date of its authentication. The Subject to the issuance of additional Definitive Notes initially (the “PIK Notes”) or the increase in the principal amount of a Global Note in order to evidence payment-in-kind interest (“PIK Interest”) (which PIK Notes or increased principal amount of a Global Note shall be issued only in denominations of $2,000 and 1.00 or any integral multiple of $1,000 1.00 in excess thereof), the Notes shall be issued in denominations of $1.00 and integral multiples of $1.00 in excess thereof. On any Interest Payment Date on which the Issuer pays PIK Interest (a “PIK Payment”) with respect to a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall increase the principal amount of such Global Note by an amount equal to the PIK Interest payable, rounded down to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note, to the credit of the Holders on the relevant 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 with respect to a Definitive Note, the Issuer shall deliver to the Trustee executed PIK Notes together with an Issuer Order sufficient to make such PIK Payment rounded down to the nearest whole dollar, for the relevant interest period on the principal amount of such Definitive Note. Notes issued in global form will be substantially in the form of Exhibit A 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 will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon; provided that, the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of 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, in accordance with instructions given by the Holder thereof as required by Section 2.6 or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions hereof. The terms and provisions contained in the Notes shall will constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Note 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 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 issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 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 Private Placement Notes and the Trustee’s certificate of authentication shall each be substantially in the form set forth in Exhibit A, and the Exchange Notes shall be substantially in the form set forth as Exhibit B, which exhibits are part of Exhibit A attached heretothis Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The 1997 Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the forms of the 1997 Notes and any notation, legend or endorsement on them. Each 1997 Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations aggregate principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Private Placement Notes shall be no greater than $100.0 million; if Exchange Notes are issued, the aggregate principal amount of Private Placement Notes then outstanding shall be reduced by the aggregate principal amount of Exchange Notes so issued. Private Placement Notes sold to Qualified Institutional Buyers will be initially issued initially in global form, substantially in the form of one or more Global Exhibit A (including footnotes 1 and 2 thereto) and the Exchange Notes, if any, issued to Qualified Institutional Buyers in exchange for Private Placement Notes will be initially issued in global form, substantially in the form attached as of Exhibit B (including footnotes 1 and 2 thereto) (each of Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Exhibit B, including such footnotes, hereinafter referred to as Note Custodiana "Global Note", and registered with any Private Placement Notes issued in exchange therefor, the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided"Global Notes"). Each Global Note shall will represent such of the outstanding 1997 Notes as shall be specified therein and each shall will provide that it shall represent represents the aggregate amount of outstanding 1997 Notes from time to time endorsed thereon and that the aggregate amount of outstanding 1997 Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchangestransfers, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding 1997 Notes represented thereby shall be made by the Trustee or the Global Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required thereof. Private Placement Notes (i) purchased by SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereofor transferred to foreign purchasers or Accredited Investors who are not Qualified Institutional Buyers or (ii) held by Qualified Institutional Buyers who elect to take physical delivery of their certificates (collectively, the "Non-Global Purchasers") will be issued in the registered form of certificated Notes, substantially in the form of Exhibit A (excluding footnotes 1 and 2 thereto) and Exchange Notes may that are issued to Holders other than Qualified Institutional Buyers in exchange for Private Placement Notes will initially be transferred, issued in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.the

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A A-1 (in the case of a 2020 Note) attached hereto and Exhibit A-2 (in the case of a 2023 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 any integral multiple multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A A-1 (in the case of the 2020 Notes) or Exhibit A-2 (in the case of the 2023 Notes) hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION Section 2.6 hereof. Except as set forth in SECTION 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 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 each be substantially in the form of Exhibit A A-1 (in the case of a 2019 Note) attached hereto and Exhibit A-2 (in the case of a 2022 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 any integral multiple multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A A-1 (in the case of the 2019 Notes) or Exhibit A-2 (in the case of the 2022 Notes) hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION Section 2.6 hereof. Except as set forth in SECTION 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 each be substantially in the form of Exhibit A attached 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 initially shall be issued only in denominations of $2,000 and any integral multiple multiples of $1,000 in excess 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 IssuerCompany, the 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 any provision of any BACK 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 substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent 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. The Global Notes shall be issued initially substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without including the text referred to in footnotes 1 and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided2 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 Section 2.06 hereof. Except as set forth 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 SECTION 2.6 hereof, the Regulation S Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary that are held by Participants through Euroclear or to a successor of the Depositary or its nomineeCedel Bank.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The notation on each Note relating to the Note Guarantees shall be substantially in the form set forth on Exhibit D 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 any integral multiple multiples of $1,000 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 IssuerCompany, the 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 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 substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 each 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 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerCompany, Finance Co, the Guarantors 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 issued in global form shall be issued initially substantially in the form of one or more 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 ExhibitA attached as Exhibit A hereto (but without the Global Note Legend, the phrase identified in footnote3 thereto and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except as set forth in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only Back to another nominee of the Depositary or to a successor of the Depositary or its nominee.Contents

Form and Dating. (a) The Series A Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially shall be issued only in denominations of $2,000 US$1,000 and any integral multiple multiples thereof. Not in limitation but in furtherance of $1,000 the foregoing, the Notes shall only be denominated in excess thereofU.S. dollars. The terms and provisions contained in the Notes and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the IssuerCompany, the Guarantors Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent 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. The Notes sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes a single permanent global Note in registered form, substantially in the form attached as set forth in Exhibit A hereto and shall be (the “Rule 144A Global Note”), deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in the name of the Depositary or a nominee of custodian for the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. Each The aggregate principal amount of the Rule 144A Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, in accordance with instructions given by the Holder thereof as required by 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 custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form substantially in the form set forth in Exhibit A (the “Temporary Regulation S Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following 40 days after the later of the consummation of the offering of the Notes and the Issue Date (or, in the case of Additional Notes, 40 days after the later of the consummation of the offering of such Additional Notes or the date on which such Additional Notes were originally issued), upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit D(1), a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the “Permanent Regulation S Global Note,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to Section 2.06(g), Notes offered and sold to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the 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 in exchange for interests in the Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Certificated Notes”), in the case of those issued in exchange for the Regulation S Global Note, and 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. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and any integral multiple multiples thereof. Subject to Section 4.17 and 13.02 hereof, the Notes may bear notations of $1,000 in excess thereofSubsidiary Guarantees. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Indenture, and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent 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. The Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 Private Placement Notes and the Trustee’s certificate of authentication shall each be substantially in the form set forth in Exhibit A, and the Exchange Notes shall be substantially in the form --------- set forth as Exhibit B, which exhibits are part of Exhibit A attached heretothis Indenture, with such --------- appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The 1997 Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the forms of the 1997 Notes and any notation, legend or endorsement on them. Each 1997 Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations aggregate principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Private Placement Notes shall be no greater than $100.0 million; if Exchange Notes are issued, the aggregate principal amount of Private Placement Notes then outstanding shall be reduced by the aggregate principal amount of Exchange Notes so issued. Private Placement Notes sold to Qualified Institutional Buyers will be initially issued initially in global form, substantially in the form of one or more Global Exhibit A --------- (including footnotes 1 and 2 thereto) and the Exchange Notes, if any, issued to Qualified Institutional Buyers in exchange for Private Placement Notes will be initially issued in global form, substantially in the form attached as of Exhibit B --------- (including footnotes 1 and 2 thereto) (each of Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Exhibit B, --------- --------- including such footnotes, hereinafter referred to as Note Custodiana "Global Note", and registered with ----------- any Private Placement Notes issued in exchange therefor, the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided"Global Notes"). ------------ Each Global Note shall will represent such of the outstanding 1997 Notes as shall be specified therein and each shall will provide that it shall represent represents the aggregate amount of outstanding 1997 Notes from time to time endorsed thereon and that the aggregate amount of outstanding 1997 Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchangestransfers, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding 1997 Notes represented thereby shall be made by the Trustee or the Global Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by 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 nomineethereof.

Form and Dating. (a) The Rule 144A Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached 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 Exchange Notes, when and if issued, and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B. Subject to Section 2.06, the Exchange Notes shall be in an aggregate principal amount no greater than $100,000,000 less the principal amount of Rule 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the 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 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 initially issued initially either in the form of one a Global Note or more Global Notes substantially or in the form attached as Exhibit of Definitive Notes or both. A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodianan Agent thereof, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required thereof. Definitive Notes shall be printed, lithographed or engraved 27 or produced by SECTION 2.6 hereof. Except as set forth any combination of these methods on steel engraved borders or may be produced in SECTION 2.6 hereof, any other manner permitted by the Global rules of any securities exchange on which the Notes may be transferredlisted, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. The terms and provisions contained in whole the Notes shall constitute, and not in partare hereby expressly made, only a part of this Indenture and to another nominee the extent applicable, the Company, the Guaranteeing Subsidiaries and the Trustee, by their execution and delivery of the Depositary or this Indenture, expressly agree to a successor of the Depositary or its nomineesuch terms and provisions and to be bound thereby.

Form and Dating. (a) The Notes Securities and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes Securities shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend thereon and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 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.exchanges and

Form and Dating. (a) The Initial Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global two permanent global Notes in registered form, substantially in the form attached as set forth in Exhibit A hereto and shall be (the "Global Note"), (x) one deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodiancustodian for Euroclear ----------- and Cedel (the "Regulation S Global Note") and (y) one deposited with the ------------------------ Trustee, and registered in as custodian for DTC (the name of the Depositary or a nominee of the Depositary"Rule 144A Global Note"), each duly executed --------------------- by the Issuer Company and authenticated by the Trustee as hereinafter provided. Each The aggregate principal amount of a Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, as custodian for the Depository, as hereinafter provided. Beneficial interests in accordance a Global Note are exchangeable for definitive Notes in registered certificated form ("Physical Notes") only if (i) the -------------- Depository is unwilling or unable to continue as depository for such Global Note and the Company thereupon fails to appoint a successor depository within 90 days, or (ii) there shall have occurred and be continuing a Default or an Event of Default with instructions given respect to the Notes. Physical Notes shall initially be registered in the name of the Depository or the nominee of such Depository and be delivered to the Trustee as custodian for such Depository. Beneficial owners of Physical Notes, however, may request registration of such Physical Notes in their names or the names of their nominees. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing use of Euroclear" and the "General Terms and Conditions of Cedel Bank and "Customer Handbook of Cedel shall be applicable to interests in the Regulation S Global Note that are held by the Holder thereof as required by SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereof, the Global Notes may be transferred, in whole Agent and not in part, only to another nominee of the Depositary Members through Euroclear or to a successor of the Depositary or its nomineeCedel.

Form and Dating. (a) The Senior Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Subsidiary Guarantees shall be substantially in the form of Exhibit F attached hereto, the terms of which 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Senior Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerCompany, 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 any provision of any Senior Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Senior Notes issued in global form shall be issued initially substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend affixed thereon and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 The provisions of the Depositary or to a successor "Operating Procedures of the Depositary or its nominee.Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and

Form and Dating. (a) The Rule 144A Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached 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 Exchange Notes, when and if issued, and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B. Subject to Section 2.06, the Exchange Notes shall be in an aggregate principal amount no greater than $130,000,000 less the aggregate principal amount of Rule 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 initially shall be issued only in denominations of $2,000 1,000 and integral multiples thereof. The Notes may be initially issued either in the form of a Global Note or Notes or in the form of Definitive Notes or both. A Global Note shall represent such of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any integral multiple increase or decrease in the amount of $1,000 Outstanding Notes represented thereby shall be made by the Trustee or an Agent thereof, at the direction of the Trustee, in excess accordance with written instructions given by the Holder 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 determined by the 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 Issuerextent 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. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 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 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to In the extent 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. The Global Notes shall be issued initially substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnote 1 thereto). Notes issued in certificated form shall be substantially in the form attached as of Exhibit A attached hereto and shall be deposited on behalf of (but without including the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered text referred to in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedfootnote 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 Section 2.06 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 's certificate of authentication shall each 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 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerPartnership, Leviathan Finance, the Guarantors 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 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 substantially in the form of one or more 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 successor 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. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially Each Note shall be issued only have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in denominations the form of $2,000 and any integral multiple of $1,000 in excess thereof. Exhibit E. The terms and provisions contained in the Notes and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, Casella, 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 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. The sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes Notes, substantially in the form attached as set forth in Exhibit A hereto and shall be A, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in custodian for the name of the Depositary or a nominee of the DepositaryDepository, duly executed by Casella (and having an executed Subsidiary Guarantee from each of the Issuer Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by SECTION 2.6 Section 2.06 hereof. Except as 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 SECTION 2.6 hereof, Exhibit A (the Global “Physical Notes”). Additional Notes ranking pari passu with the Notes issued on the Issue Date may be transferred, in whole created and not in part, only issued from time to another nominee time by Casella without notice to or consent of the Depositary 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 a successor of the Depositary or its nomineeissue Additional Notes shall be subject to Xxxxxxx’x compliance with Sections 4.10 hereof.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers 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 Section 2.6 hereof. Except as set forth in SECTION 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 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Note Guarantees shall be substantially in the form of Exhibit C 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 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerCompany, the Guarantors Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without including the text referred to in footnotes 1 and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided2 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 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. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerCompany, the 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 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 substantially in the form of one or more Exhibit 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 successor 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. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially Any Note (whether a Global Note or a Definitive Note) that is a Restricted Security shall be issued only bear the Private Placement Legend set forth in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Exhibit B. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, the 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 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 offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes Notes, substantially in the form attached as set forth in Exhibit A hereto and shall be A, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in the name of the Depositary or a nominee of custodian for the Depositary, duly executed by the Issuer Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends relating to Global Notes set forth in Exhibit B. Notes issued in definitive form shall be substantially in the form set forth in Exhibit A and shall, to the extent applicable, bear the legends set forth in Exhibit B and 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Sections 2.15 and 2.16 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 successor beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 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. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A 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 1,000 and integral multiples thereof. The Notes will mature on July 1, 2005 and will bear interest at the rate per annum of 67/8%, 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 integral multiple predecessor Note) is registered at the close of $1,000 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 excess thereofthe 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 shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes issued in global form shall be issued initially substantially in the form of one Exhibit A-1 or more 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 Section 2.6 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 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 transferred, in whole and not in part, only to another nominee increased or decreased by adjustments made on the records of the Depositary or to a successor of 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. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 any integral multiple multiples of $1,000 in excess thereofof $2,000. The aggregate principal amount of 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 IssuerCompany, Finance Co, the Guarantors 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 initially 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 one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend and shall be deposited on behalf without the “Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 3.06 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 's certificate of authentication shall each 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 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerPartnership, El Paso Finance, the Guarantors 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 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 substantially in the form of one or more 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 attached as of Exhibit A attached hereto (but without the Global Note Legend, the phrase identified in footnote 1 thereto and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Notes may be issued in the form of Definitive Notes or Global Notes, as 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerCompany, 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 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 substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without including the text referred to in footnotes 1 and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided2 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 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 each be substantially in the form of Exhibit A attached hereto. 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 initially Each Note shall be issued only 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 any integral multiple of $1,000 in excess thereof. Exhibit B. The terms and provisions contained in the Notes and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to Notes issued after the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes Issue Date shall be issued initially in the form of one or more Global global Notes in registered form, substantially in the form attached as set forth in Exhibit A hereto and shall be A, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in custodian for the name of the Depositary or a nominee of the DepositaryDepository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear any legends required by applicable law (the “Global Notes”) or as Physical Notes. Each Global Note shall represent such The aggregate principal amount of the outstanding Global Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction 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 2.6 hereof. Except as form of permanent certificated Notes in registered form in substantially the form set forth in SECTION 2.6 hereofExhibit A and bearing the applicable legends, if any (the Global “Physical Notes”). Additional Notes ranking pari passu with the Initial Notes (as defined in Section 2.02) may be transferred, in whole created and not in part, only issued from time to another nominee time by the Issuer without notice to or consent of the Depositary Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues) as the Initial Notes. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a successor 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 the Depositary or its nomineethis Indenture include any Additional Notes that are actually issued.

Form and Dating. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Note Guarantee shall be substantially in the form of Exhibit A-1, the terms of which are incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Holdings 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 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 substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto). Notes issued in definitive form shall be substantially in the form attached as of Exhibit A attached hereto (but without including the text referred to in footnotes 1 and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided2 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note CustodianTrustee, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 Section 2.06 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 each be substantially in the form of Exhibit A attached hereto. 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 initially Each Note shall be issued only have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in denominations the form of $2,000 and any integral multiple of $1,000 in excess thereof. Exhibit E. The terms and provisions contained in the Notes and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and and, to the Issuerextent applicable, Casella, 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 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. The sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes Notes, substantially in the form attached as set forth in Exhibit A hereto and shall be A, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee Trustee, as Note Custodian, and registered in custodian for the name of the Depositary or a nominee of the DepositaryDepository, duly executed by Casella (and having an executed Subsidiary Guarantee from each of the Issuer Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by SECTION 2.6 Section 2.06 hereof. Except as 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 SECTION 2.6 hereof, Exhibit A (the Global “Physical Notes”). Additional Notes ranking pari passu with the Notes issued on the Issue Date may be transferred, in whole created and not in part, only issued from time to another nominee time by Casella without notice to or consent of the Depositary 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 a successor of the Depositary or its nomineeissue Additional Notes shall be subject to Xxxxxxx’x compliance with Sections 4.10 and 4.12 hereof.

Form and Dating. (a) The Initial Notes and the Trustee’s certificate of authentication therefor shall each be substantially in the form of Exhibit A attached heretoAnnex A-1 and Annex A-2 to 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 initially set forth in Annex A-1 and Annex A-2 are part of the terms of this Indenture. The Notes shall be issued only in denominations of $2,000 and 1.00 or any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the IssuerCompany, 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 any such 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 issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. 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, redemptions and transfers payment of interestsPIK 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 2.6 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 nomineehereby.

Form and Dating. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached 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 initially shall be issued only in denominations of $2,000 1,000 and any integral multiple of $1,000 in excess multiples 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 IssuerCompany, the 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 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 substantially in the form of one or more 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-1 attached as Exhibit A hereto (but without the Global Note Legend and shall be deposited on behalf without the "Schedule of the purchasers Exchanges of the Notes represented thereby with the Trustee as Note Custodian, and registered Interests in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedGlobal 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, redemptions exchanges and transfers of interestsredemptions. 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 2.6 Section 2.06 hereof. Except 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 set forth custodian for the Depositary, and registered in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 successor 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. (a) The Notes and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Notes may have notationsto this First Supplemental Indenture, 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 multiple of $1,000 in excess thereofwhich is hereby incorporated into this Indenture. The terms and provisions contained in the Notes of each series shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and to the Issuerextent applicable, the 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. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issuable in denominations of $1.00 and integral multiples thereof; provided, however, that each Note or Notes issued upon any registration or transfer or exchange of any Note pursuant to Section 2.08 of the Original Indenture shall be 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, substantially in the form of one or more Global Notes substantially in the form attached as Exhibit A attached hereto and shall be deposited on behalf of (the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided"Global Notes"). 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 amount of outstanding Notes of that series from time to time endorsed thereon and that the aggregate amount of outstanding Notes of that series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note of a series to reflect the amount of amount, or any increase or decrease in the 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 as required by SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereofDepositary, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of from the Depositary or its nomineenominee 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 Depositary and Security Custodian, respectively, with respect to the Global Notes.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A 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 any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 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 's certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. 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 initially 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 only in denominations (rounded, if necessary to the nearest dollar) of $2,000 1 and any integral multiple of $1,000 in excess multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to In the extent 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. The Global Notes shall be issued initially substantially in the form of one or more Global Exhibit A attached hereto (including the text referred to in footnote 1 thereto). Notes issued in certificated form shall be substantially in the form attached as of Exhibit A attached hereto and shall be deposited on behalf of (but without including the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered text referred to in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedfootnote 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 amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions exchanges and transfers of interestsredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 Section 2.06 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.