Common use of Indenture Clause in Contracts

Indenture. The Company issued the Notes under an Indenture dated as of March 15, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15August 9, 2006 2016 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the IndentureIndenture and the TIA, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part under the Indenture. On and sell additional Securities (subject to Section 2.01 of after the First Supplemental Indenture). The Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon issue or sell shares of capital stock of the payment of certain dividends Company and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15February 16, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Security is one of the Company if it determines Initial Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15November 9, 2006 2017 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This Security is one of the Company if it determines Original Securities referred to reopen in the Series Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15August 9, 2006 2016 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the IndentureIndenture and the TIA, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part under the Indenture. On and sell additional Securities (subject to Section 2.01 of after the First Supplemental Indenture). The Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon issue or sell shares of capital stock of the payment of certain dividends Company and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15January 21, 2006 2004 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Issuers and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. (Sections) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated general unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Nalco Finance LLC and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Nalco Finance LLC and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor Nalco Finance LLC to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15September 29, 2006 2010 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Note Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15September 20, 2006 2018, among the Issuer, Suzano S.A., as the guarantor (the “Base IndentureCompany”), and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent and Transfer Agent, as amended and supplemented by the First Supplemental Indenture supplemental indenture dated as of March 15February 5, 2006 2019 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsIndenture. The Notes Securities are senior subordinated unsecured general obligations of the Company limited initially Issuer. The Issuer shall be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Securities pursuant to Section 2.12 of the Company if it determines to reopen Indenture. The Initial Securities issued on the Series of Issue Date, any Additional Securities of which this Note is and Securities issued in exchange therefor will be treated as a part and sell additional Securities (subject to Section 2.01 of single class for all purposes under the First Supplemental Indenture). The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain to engage in transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations Affiliates; create liens on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; consolidate, merge or transfer all or substantially all of its propertyassets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications. To guarantee the due and punctual payment extent of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to any conflict between the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the applicable terms of the IndentureIndenture shall govern.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15May 31, 2006 2016 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the IndentureIndenture and the TIA, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part under the Indenture. On and sell additional Securities (subject to Section 2.01 of after the First Supplemental Indenture). The Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon issue or sell shares of capital stock of the payment of certain dividends Company and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15February 16, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March 154, 2006 2005 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This Note is one of the Company if it determines Initial Notes referred to reopen in the Series of Securities of which this Note is a part Indenture. The Notes include the Initial Notes and sell additional Securities (subject any Exchange Notes issued in exchange for Initial Notes pursuant to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15July 29, 2006 2009 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Security is one of the Company if it determines Initial Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15July 14, 2006 2000 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “------ "TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate 450,000,000 principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section Sections 2.01 and 2.08 of the First Supplemental Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15August 1, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Initial Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March 15September 27, 2006 2016 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Issuer, Alcoa Upstream Corporation (the “Company”), the Subsidiary Guarantors a Delaware corporation, and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially Issuer. The Issuer shall be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes pursuant to Section 2.15 of the Company if it determines to reopen the Indenture. The Original Notes of a Series and any Additional Notes of Securities of which this Note is such Series shall be treated as a part and sell additional Securities (subject to Section 2.01 single class for all purposes of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, incur, assume or guarantee debt or issue certain disqualified equity interests and preferred shares; pay dividends on or make other distributions in respect of capital stock and make other restricted payments and investments; sell or transfer certain Investments assets; create liens on assets to secure debt; enter into certain transactions with affiliates; and other Restricted Payments, pay restrict dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositionspayments. The Indenture also imposes limitations on the ability of the Company Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, Company has unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company are required to guarantee the Guaranteed Obligations on or after the Distribution Date, subject to the limitations set forth in the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15July 14, 2006 2000, (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “------ "TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 450,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section Sections 2.01 and 2.08 of the First Supplemental Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under an Indenture dated as of March 15October 11, 2006 2013 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb§§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Note is one of the Company if it determines Initial Notes referred to reopen in the Series Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the each Subsidiary Guarantors have, jointly and severally, Guarantor has unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 151, 2006 1998 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Issuers, Nakornthai Strip Mill Public Company Limited (the "Company, the Subsidiary Guarantors ") and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture, except as otherwise provided in the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are secured, senior subordinated unsecured obligations of the Company Issuers limited initially to $400,000,000 203,500,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 2.07 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company Issuers and its Restricted Subsidiaries tocertain of their Subsidiaries, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of dividends on, and redemption of, the Capital Stock of the Issuers and their Subsidiaries and the redemption of certain dividends subordinated obligations of the Issuers and distributions by such their subsidiaries, restricted payments, the creation or existence of certain Liens, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, enter into the business activities and investments of the Issuers and certain of their Subsidiaries, consolidations, mergers and transfers of all or permit substantially all the assets of the Issuers or certain Subsidiaries, and transactions with Affiliates and make Asset DispositionsAffiliates. The In addition, the Indenture also imposes limitations on limits the ability of the Company Issuers and each Subsidiary Guarantor certain of their Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyrestrict distributions and dividends from Subsidiaries. To guarantee secure the due and punctual payment of the principal and interest, if any, on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Company has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated (other than in respect of any Specified Senior Indebtedness of the Company) basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15November 29, 2006 2019 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ) among the CompanyIssuer, Level 3 Parent, the Subsidiary other Guarantors party thereto, the Trustee and the TrusteeNote Collateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsecured unsubordinated secured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amount, which amount may be increased at of $750,000,000. The Securities include the option Original Securities and any Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities in an aggregate principal amount of $750,000,000 previously issued under the Indenture. The Original Securities and the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Debt, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends Priority Debt and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates create and make Asset Dispositionsincur Liens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Company Issuer and each Subsidiary Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Level 3 Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15August 29, 2006 2003 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among Dex Media West LLC (an entity merged with and into the Company as of the Acquisition Date (as defined in the Indenture)), Dex Media West Finance and the Trustee and, as of the Acquisition Date, the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines [Original] [Additional] Securities referred to reopen in the Series Indenture. The Securities include the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and additional interest, if any, on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15August 1, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15September 29, 2006 2010 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Initial Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest, on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Note Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March 15February 7, 2006 2024 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors party thereto and the TrusteeWilmington Trust, National Association, as trustee and collateral agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. [This Note is one of the Company if it determines Initial Notes referred to reopen in the Series Indenture.] The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under an Indenture dated as of March 15October 11, 2006 2013 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb§§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Note is one of the Company if it determines Exchange Notes referred to reopen in the Series Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the each Subsidiary Guarantors have, jointly and severally, Guarantor has unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15February 5, 2006 2020 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Securities referred to reopen in the Series of Securities of which this Note is a part Indenture. On and sell additional Securities (subject to Section 2.01 of after the First Supplemental Indenture). The Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon issue or sell shares of capital stock of the payment of certain dividends Company and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15May 31, 2006 2016 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the IndentureIndenture and the TIA, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part under the Indenture. On and sell additional Securities (subject to Section 2.01 of after the First Supplemental Indenture). The Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon issue or sell shares of capital stock of the payment of certain dividends Company and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 154, 2006 2004 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are general unsecured senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This is one of the Company if it determines Initial Securities referred to reopen in the Series of Indenture. The Securities of which this Note is a part and sell additional include the Initial Securities (subject to issued on the Issue Date, any Additional Securities issued in accordance with Section 2.01 2.16 of the First Supplemental Indenture and the Exchange Securities. The Initial Securities, Additional Securities and the Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors havehave unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15July 29, 2006 2009 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under an Indenture dated as of March 15, 2006 [●] (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx§§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. [This Note is one of the Company if it determines Initial Notes referred to reopen in the Series Indenture.] The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 1521, 2006 2012 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement or the First-Priority Intercreditor Agreement, the Senior Lien Intercreditor Agreement or the First-Priority Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Initial Securities referred to reopen in the Series Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15August [__], 2006 2014 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ) among the CompanyIssuer, the Subsidiary Guarantors Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This Security is one of the Company if it determines Securities referred to reopen in the Series Indenture. The Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries the Guarantors to, among other things, make certain Investments and other Investments, make Restricted Payments, pay dividends and other distributionsDistributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted SubsidiariesDistributions, enter into or permit certain transactions with Affiliates and create or incur Liens and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis Securities pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Dollar Securities under an Indenture dated as of March 15December 21, 2006 2010 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Dollar Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Dollar Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Dollar Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Dollar Security is one of the Company if it determines Exchange Dollar Securities referred to reopen in the Series Indenture. The Dollar Securities include the Initial Dollar Securities, the Additional Dollar Securities and any Exchange Dollar Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Dollar Securities and Exchange Dollar Securities together with the Initial Euro Securities and any Exchange Euro Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes Dollar Securities and all other amounts payable by the Company under the Indenture and the Notes Dollar Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Dollar Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March January 15, 2006 1998 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Initial Securities of the Company designated as its 11 3/8% Senior Subordinated Notes due 2008 (the "Initial Securities"). The Securities include the Initial Securities and the Exchange Securities (as defined in the Indenture) issued in exchange for the Initial Securities pursuant to the Registration Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this Security and provisionsthe Indenture will be governed by the Indenture. The Notes Securities are unsecured senior subordinated unsecured obligations of the Company limited initially to $400,000,000 130,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into consolidations, mergers and transfers of all or permit certain substantially all the assets of the Company, and transactions with Affiliates and make Asset DispositionsAffiliates. The In addition, the Indenture also imposes limitations on limits the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all certain of its propertySubsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal principal, premium and interest, if any, on the Notes Securities and 128 all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15November 24, 2006 1997 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are unsecured senior subordinated unsecured obligations of the Company and are limited initially to $400,000,000 270,000,000 in aggregate principal amountamount outstanding, of which $135,000,000 in aggregate principal amount will be initially issued on the Closing Date. Subject to the conditions set forth in the Indenture, the Company may be increased at the option issue up to an additional $135,000,000 aggregate principal amount of Securities. This Security is one of the Company if it determines Initial Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Additional Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends and other payments by the Company and its Restricted Subsidiaries; Investments; sales of assets of the Company and Restricted Subsidiaries; certain transactions with Affiliates; the lines of business in which Holding and the Company and its Restricted Subsidiaries tomay operate; Liens; and consolidations, among other things, make certain Investments mergers and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment transfers of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe Company's or a Guarantor's assets. To guarantee the due and punctual payment of the principal and interestIn addition, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations prohibits certain restrictions on a senior subordinated basis pursuant to the terms of the Indenturedistributions from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15December 3, 2006 2003 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are general unsecured senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. The Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Initial Securities, Additional Securities, Private Exchange Securities and the Exchange Securities will be treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors havehave unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15November 8, 2006 2002 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Dex Media East Finance, LCI and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines [Original] [Additional] Securities referred to reopen in the Series Indenture. The Securities include the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and additional interest, if any, on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15February 14, 2006 2007 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyParent, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsubordinated unsecured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amountamount of $700,000,000. The Securities include the Original Securities, which amount may be increased at the option any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $700,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Subsidiary Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 154, 2006 2011 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyParent, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsubordinated unsecured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amountamount of $500,000,000. The Securities include the Original Securities, which amount may be increased at the option any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $500,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Subsidiary Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Senior Subordinated Notes under an Indenture dated as of March 15June 5, 2006 1998 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Holdings and the Senior Subordinated Notes Trustee. The terms of the Senior Subordinated Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Senior Subordinated Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Senior Subordinated Noteholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Senior Subordinated Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 500 million aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section Sections 2.01 and 2.08 of the First Supplemental Indenture). This Senior Subordinated Note is one of the Original Senior Subordinated Notes referred to in the Indenture issued in an aggregate principal amount of $300 million. The Senior Subordinated Notes include the Initial Senior Subordinated Notes and any Senior Subordinated Exchange Notes issued in exchange for Initial Senior Subordinated Notes. The Initial Senior Subordinated Notes and the Senior Subordinated Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Senior Subordinated Notes and all other amounts payable by the Company under the Indenture and the Senior Subordinated Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Senior Subordinated Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, Holdings has unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15October 1, 2006 1999 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. U.S.C." 77aaa-77bbbb) as in effect on the date of the Indenture (the “------ "TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 150,000,000 aggregate principal amountamount at any one time outstanding, of which $150,000,000 in aggregate principal amount may will be increased at initially issued on the option Closing Date. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15October 4, 2006 2000 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are general unsecured senior subordinated unsecured obligations of the Company limited initially to $400,000,000 500.0 million aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 2.9 of the First Supplemental Indenture)) which may be issued from time to time under the Indenture. The Initial Securities, Private Exchange Securities and the Exchange Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15June 23, 2006 1995 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company; Six Flags Over Georgia, Inc., Six Flags Over Texas, Inc., and S.F. Partnership (collectively, the Subsidiary Guarantors "Note Guarantors"); and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. (Section)(Section) ------ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated general unsecured obligations of the Company limited initially to $400,000,000 285,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 2.07 of the First Supplemental Indenture). This Security is one of the Initial Notes referred to in the Indenture. The Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and certain of its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries toSubsidiaries, among other things, make certain Investments the purchase or redemption of Capital Stock of the Company and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and distributions by such Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, enter into or permit the business activities and investments of the Company and certain of its Subsidiaries and transactions with Affiliates and make Asset DispositionsAffiliates. The In addition, the Indenture also imposes limitations on limits the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all certain of its propertySubsidiaries to restrict distributions and dividends from Subsidiaries. To guarantee secure the due and punctual payment of the principal (or, as the case may be, the Accreted Value) and liquidated damages and interest, if any, on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Note Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 1513, 2006 1998 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 275,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section Sections 2.01 and 2.08 of the First Supplemental Indenture), of which $125,000,000 in aggregate principal amount was initially issued on the Closing Date. Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $150,000,000 aggregate principal amount of Additional Securities. This Security is one of the [Exchange Securities] [Private Exchange Securities] referred to in the Indenture. The Securities include the Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 158, 2006 2013 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Original Securities, any issued Add-On Securities and any Exchange Securities issued in exchange for the Original Securities or the Add-On Securities pursuant to the Indenture. The Original Securities, any Add-On Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Floating Rate Securities under an Indenture dated as of March 1512, 2006 2004 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Floating Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Floating Rate Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Floating Rate Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Floating Rate Security is one of the Initial Floating Rate Securities referred to in the Indenture. The Floating Rate Securities include the Initial Floating Rate Securities and any Exchange Floating Rate Securities issued in exchange for Initial Floating Rate Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Floating Rate Securities, any Exchange Floating Rate Securities and all other Securities (including the Fixed Rate Securities) are treated as a single class of securities under the Indenture; provided, however, that in respect of any amendment, waiver, other modification or optional redemption by the Company if it determines to reopen that affects only the Series Fixed Rate Securities or the Floating Rate Securities, as the case may be, such affected series of Securities of which this Note is treated as a part and sell additional Securities (subject to Section 2.01 of single class under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of the Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Floating Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest, if any, on the Notes (ii) no Default has occurred and all other amounts payable by the Company is continuing under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms "Suspended Covenants") of the Indenture. In addition, the Company may elect to suspend the Subsidiary Guarantees, and the Company may also elect to release any or all of the Collateral from the Liens securing the Floating Rate Securities and Subsidiary Guarantees. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to future events, the Subsidiary Guarantees shall be reinstated and any Collateral that was released from Liens securing the Floating Rate Securities and Subsidiary Guarantees, as well as any Collateral acquired since the Suspension Date, shall be restored and pledged to secure the Floating Rate Securities and the Subsidiary Guarantees, as applicable.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15February 7, 2006 2007 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the Company, the Subsidiary Guarantors Issuers and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Original Securities referred to reopen in the Series of Indenture. The Securities of which this Note is a part and sell additional include the Original Securities, any Additional Securities (subject together with the Original Securities, the “Initial Securities”) and any Exchange Securities issued in exchange for the Initial Securities pursuant to Section 2.01 the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company RBS Global and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of RBS Global and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Dollar Securities under an Indenture dated as of March 15November 4, 2006 2003 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Dollar Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb(sections)77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Dollar Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes Dollar Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Dollar Security is one of the Company if it determines Initial Dollar Securities referred to reopen in the Series Indenture. The Dollar Securities include the Initial Dollar Securities and any Exchange Dollar Securities issued in exchange for Initial Dollar Securities pursuant to the Indenture. The Initial Dollar Securities and any Exchange Dollar Securities together with the Initial Euro Securities and any Exchange Euro Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes Dollar Securities and all other amounts payable by the Company under the Indenture and the Notes Dollar Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Dollar Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture ---------- dated as of March 15October 31, 2006 2001 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ") among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. xx.xx. U.S. Code (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms and provisionsterms. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Security is one of the Company if it determines [Original] [Additional] Securities referred to reopen in the Series Indenture. The Securities include the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interestLiquidated Damages, if any, on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15May 12, 2006 2014 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Trustee and the Trusteeother parties thereto. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are second priority senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Security is one of the Company if it determines Securities referred to reopen in the Series Indenture. The Securities include the Original Securities and any Additional Securities pursuant to the Indenture. The Original Securities and any Additional Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors and the Parent Guarantor have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15December 23, 2006 2003 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Security is one of the Company if it determines [Original] [Additional] Securities referred to reopen in the Series Indenture. The Securities include the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture. The Securities and the Subsidiary Guarantees are secured on a second-priority basis (subject to Permitted Collateral Liens) by the Liens created by the Security Documents pursuant to, and subject to, the terms of the Indenture and the Intercreditor Agreement.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March 15June 10, 2006 2009 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors Parent Guarantor and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb§§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This Note is one of the Company if it determines Exchange Notes referred to reopen in the Series Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, each Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15October 1, 2006 2003 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the CompanyParent, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsubordinated unsecured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amountamount of $500,000,000. The Securities include the Original Securities, which amount may be increased at the option any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $500,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Subsidiary Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15April 4, 2006 2001 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxss.sx. 77aaa-77bbbb00aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are general unsecured senior subordinated unsecured obligations of the Company limited initially to Company, including (a) $400,000,000 325 million in aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities being offered on the Issue Date (subject to Section 2.01 2.9 of the First Supplemental Indenture)) and (b) the Subsequent Series Securities. This Security is one of the [Original or Initial] [Subsequent Series] Securities referred to in the Indenture. The Initial Securities, Subsequent Series Securities, Private Exchange Securities and Exchange Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toon, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon : the payment Incurrence of certain dividends and distributions Liens by such Restricted the Company or its Subsidiaries, enter into Sale-Leaseback Transactions by the Company or permit certain transactions with Affiliates its Subsidiaries, and make Asset Dispositions. The Indenture also imposes limitations on the ability consolidation, mergers and sale of assets of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyCompany. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors havehave unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15November 1, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”)2013, among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture Issue Date (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and A‑5 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsubordinated unsecured obligations of the Company limited initially to $400,000,000 300,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities Additional Notes (subject to Section 2.01 the terms of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsubordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 1522, 2006 2024 (the “Base Indenture”)as amended, as amended and modified or supplemented by the First Supplemental Indenture dated as of March 15from time to time, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ) among the CompanyIssuer, Level 3 Parent, the Subsidiary other Guarantors party thereto, the Trustee and the TrusteeCollateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsecured unsubordinated secured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amount, which amount may be increased at of $667,711,000. The Securities include the option Original Securities and any Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities in an aggregate principal amount of $667,711,000 previously issued under the Indenture. The Original Securities and the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its Restricted their respective Subsidiaries to, among other things, make certain Investments incur Indebtedness and other Restricted Payments, pay dividends create and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsLiens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Company Issuer and each Subsidiary Guarantor their respective Subsidiaries to consolidate or merge with or into any other Person person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Level 3 Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15November 8, 2006 2002 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Dex Media East Finance, LCI and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"XXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines [Original] [Additional] Securities referred to reopen in the Series Indenture. The Securities include the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and additional interest, if any, on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 1522, 2006 2024 (the “Base Indenture”)as amended, as amended and modified or supplemented by the First Supplemental Indenture dated as of March 15from time to time, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ) among the CompanyIssuer, Level 3 Parent, the Subsidiary other Guarantors party thereto, the Trustee and the TrusteeCollateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsecured unsubordinated secured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amount, which amount may be increased at of $458,214,000. The Securities include the option Original Securities and any Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities in an aggregate principal amount of $458,214,000 previously issued under the Indenture. The Original Securities and the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its Restricted their respective Subsidiaries to, among other things, make certain Investments incur Indebtedness and other Restricted Payments, pay dividends create and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsLiens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Company Issuer and each Subsidiary Guarantor their respective Subsidiaries to consolidate or merge with or into any other Person person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Level 3 Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March October 15, 2006 1996 (the “Base "Indenture”"), as amended and supplemented by between the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated general unsecured obligations of the Company limited initially to $400,000,000 125,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 2.06 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and certain of its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries toSubsidiaries, among other things, make certain Investments the purchase or redemption of Capital Stock of the Company and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by Capital Stock of such Restricted Subsidiaries, enter the sale or transfer of assets and Subsidiary stock, the creation of Liens, the entering into or permit certain of Sale/Leaseback Transactions and transactions with Affiliates and make Asset DispositionsAffiliates. The In addition, the Indenture also imposes limitations on limits the ability of the Company and each certain of its Subsidiaries to restrict distributions and dividends from Subsidiaries. The Indenture also restricts the ability of the Company and any Subsidiary Guarantor to consolidate or merge with or into any other Person into, or convey, to transfer or lease all or substantially all their assets to, another person. The Indenture also provides that the Company shall cause each Subsidiary Guarantor, and each Restricted Subsidiary of its propertythe Company (other than the Programs) that has total net assets as of the end of the most recent fiscal year (as set forth on the balance sheet of such Restricted Subsidiary prepared in accordance with GAAP) equal to or greater than the greater of $2.5 million and one percent (1%) of Adjusted Consolidated Net Tangible Assets as of such date, to Guarantee the Securities pursuant to a Subsidiary Guaranty. To guarantee Any such Subsidiary Guaranty will secure the due and punctual payment of the principal of and interest, if any, on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to . Any Subsidiary Guaranty will unconditionally guarantee the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March 15July 3, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"INDENTURE"), among the CompanyIssuer, the Subsidiary Guarantors Guarantor named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”thx "XXA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This Note is one of the Company if it determines Initial Notes referred to reopen in the Series Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15May 21, 2006 2003 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors party thereto and the Trustee. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 11 1/2% Second Priority Senior Secured Notes due 2010 (the "Exchange Notes"). The Notes include the Initial Notes (as defined in the Indenture) and the Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. (S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this Note and provisionsthe Indenture will be governed by the Indenture. The Notes are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 202,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 2.7 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Parent and its Restricted Subsidiaries toto incur Indebtedness, among other things, make certain Investments and other Restricted Paymentscreate Liens, pay dividends on or repurchase Capital Stock of Parent and other distributionsits Affiliates, incur Indebtednessmake Restrictive Payments, make investments, sell Assets, enter into consensual restrictions upon the payment of certain transactions with Affiliates, limit dividends and or other distributions by such from Restricted Subsidiaries, impair Security Interest, enter into Sale and Leaseback Transactions, engage in other businesses or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to merge, consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the assets of Parent and its propertyRestricted Subsidiaries. To guarantee the due and punctual payment of the principal principal, premium and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations obligations of the Company under the Indenture and the Notes on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15April 6, 2006 2001, (the “Base "Indenture”"), as amended and supplemented by between the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially in the aggregate principal amount at maturity at any one time outstanding of up to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities 750,000,000 (subject to Section 2.01 Sections 2.01, 2.02 and 2.09 of the First Supplemental Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, and make Asset Dispositions. The Indenture also imposes limitations (with certain exceptions) on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, (if any) jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15, 2006 (the “Base Indenture”), as amended and supplemented by the First Second Supplemental Indenture dated as of March 15September 13, 2006 2010 (the “First Second Supplemental Indenture”, as amended and supplemented by and, together with the First Supplemental Base Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture Closing Date (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 350,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Second Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Dollar Securities under an Indenture dated as of March 15November 4, 2006 2003 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Dollar Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb(sections)77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Dollar Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes Dollar Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Dollar Security is one of the Company if it determines Initial Dollar Securities referred to reopen in the Series Indenture. The Dollar Securities include the Initial Dollar Securities and any Exchange Dollar Securities issued in exchange for Initial Dollar Securities pursuant to the Indenture. The Initial Dollar Securities and any Exchange Dollar Securities together with the Initial Euro Securities and any Exchange Euro Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Dollar Securities and all other amounts payable by the Company under the Indenture and the Notes Dollar Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Dollar Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15May 24, 2006 2000 (the “Base "Indenture”), as amended and supplemented by ") between the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbbSections77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated subordinated, unsecured obligations of the Company limited initially to $400,000,000 300,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section Sections 2.01 and 2.08 of the First Supplemental Indenture). This Security is one of the Initial Securities referred to in the Indenture issued in an aggregate principal amount of $200,000,000. The Securities include the Original Securities up to an aggregate principal amount of $200,000,000, additional Initial Securities issued under the Indenture up to an aggregate principal amount of $100,000,000, and any Exchange Securities issued in exchange for the Initial Securities. The Original Securities, the additional Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and Affiliates, create or incur Liens, make Asset DispositionsSales and enter into lines of business other than the Telecommunications Business. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureCompany.

Indenture. The Company issued the Notes under an Indenture dated as of March 15February 11, 2006 2010 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxIndenture. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Securities Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior subordinated unsecured secured obligations of the Company limited initially Company. This Note is one of the 11.50% Senior Secured Notes due 2017 referred to in the Indenture. The Notes include (i) $400,000,000 875,000,000 aggregate principal amountamount of the Company’s 11.50% Senior Secured Notes due 2017 issued under the Indenture on February 11, which 2010 (herein called “Initial Notes”), (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount may be increased at the option of Initial Notes and (iii) if and when issued, additional 11.50% Senior Secured Notes due 2017 of the Company if it determines that may be issued from time to reopen time under the Series of Securities of which this Note is a part and sell additional Securities Indenture subsequent to February 11, 2010 (subject to Section 2.01 of the First Supplemental Indentureherein called “Additional Notes”). The Indenture contains the terms and restrictions set forth in the Indenture or made a part of the Indenture pursuant to the requirements of the TIA. The Indenture, among other things, imposes certain covenants with respect to the following matters: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company, the purchase or redemption of Capital Stock of the Company, certain purchases or redemptions of Subordinated Obligations or Guarantor Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain Liens, future Subsidiary Guarantors, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates, provided, however, certain of such limitations on shall be suspended if the Notes receive a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s Rating Services (or its successors) and “Baa3” (or the equivalent) or higher from Xxxxx’x Investors Service, Inc. (or its successors), in each case, with a stable or better outlook. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, to enter into consensual restrictions upon the payment of certain agreements that restrict distributions and dividends and distributions by such Restricted from Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge requirements with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according respect to the terms provision of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant financial information. The Indenture also contains certain exceptions to the terms of foregoing, and this description is qualified in its entirety by reference to the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15May 14, 2006 1999 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. U.S.C.. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 150,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section 2.01 2.07 of the First Supplemental Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Original Securities. The Original Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15August 6, 2006 2012 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyParent, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsubordinated unsecured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amountamount of $775,000,000. The Securities include the Original Securities, which amount may be increased at the option any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $775,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Subsidiary Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15November 25, 2006 1996 (the “Base "Indenture”"), as amended and supplemented by between the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated general unsecured obligations of the Company limited initially to $400,000,000 100,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section 2.01 2.07 of the First Supplemental Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the issuance of debt by the Company, the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations, the incurrence by the Company and its Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and Subsidiary Stock, investments by the Company, the lines of business in which the Company may operate, consolidations, mergers and transfers of all or substantially all of the Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted from Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15October 30, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyParent, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsubordinated unsecured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amountamount of $600,000,000. The Securities include the Original Securities, which amount may be increased at the option any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $600,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Subsidiary Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15November 20, 2006 1998 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are general unsecured senior subordinated unsecured obligations of the Company limited initially to $400,000,000 200 million aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 2.7 of the First Supplemental Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the investments of the Company, its Subsidiaries and transactions with Affiliates, Liens, dividends and other payment restrictions affecting Subsidiaries, incurrence of senior subordinated Indebtedness, preferred stock of Subsidiaries and future guarantees. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March 15January 12, 2006 2007 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors Holdings and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This Note is one of the Company if it determines Initial Notes referred to reopen in the Series Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. Except as otherwise provided in the Indenture, the Initial Notes and any Exchange Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15January 19, 2006 2011 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the Company, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsubordinated unsecured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amountamount of $305,000,000. The Securities include the Original Securities, which amount may be increased at the option any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $305,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of the Company Issuer, Financing and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuer, and each Subsidiary Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturesuch entities.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15February 5, 2006 2020 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein in the Securities have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially and the Subsidiary Guarantors. The Company’s obligations under the Securities are Guaranteed, subject to $400,000,000 certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in the Indenture or such Subsidiary Guarantee. This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount, which amount of $600,000,000. The Securities include the Original Securities and an unlimited aggregate principal amount of additional Securities that may be increased at issued under the option of the Company if it determines to reopen the Series of Indenture. The Original Securities of which this Note is a part and sell such additional Securities (subject to Section 2.01 are treated as a single class of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the such Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureGuarantor.

Indenture. The Company issued the Notes Securities under an Indenture indenture dated as of March 15June 26, 2006 2012, by and between the Company and the Trustee, as supplemented by the fourth supplemental indenture dated as of January 29, 2021 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Fourth Supplemental Indenture”,” and, as amended and supplemented by collectively with the First Supplemental Indentureaforementioned indenture, being referred to herein as the “Indenture”), among by and between the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIAAct”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes are senior subordinated This Security is one of a duly authorized issue of general unsecured obligations of the Company all issued or to be issued under the Indenture. Debt Securities issued under the Indenture may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest at different rates, may have different conversion prices (if any), may be subject to different redemption provisions, may be subject to different sinking, purchase or analogous funds, may be subject to different covenants, Events of Default and subordination provisions and may otherwise vary as the Indenture provides. This Security is one of a series designated as 0.750% Senior Notes due 2024 (the “Securities”) issued under the Indenture, initially limited initially to $400,000,000 750,000,000 aggregate principal amount. The Company may, which amount may be increased at without the option consent of the Holders of the Securities, increase such aggregate principal amount in the future, on the same terms and conditions and with the same CUSIP numbers as the Securities. The Company if it determines to reopen the Series of Securities of which this Note is a part and sell shall not issue any such additional Securities (subject to Section 2.01 of unless the First Supplemental Indenture)additional Securities are fungible with the Securities for United States federal income tax purposes. The Indenture imposes certain limitations (with significant exceptions) on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to create Liens on assets and other Restricted Payments, pay dividends engage in sale and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositionsleaseback transactions. The This Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate consolidate, merge or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureassets.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March December 15, 2006 2015 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and Note Guarantors, the Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Luxembourg Paying Agent and Transfer Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This Note is one of the Company if it determines Notes referred to reopen in the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Issuer, the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositionscreate or incur Liens. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the “Suspension Date”) that (i) the Notes have an Investment Grade Rating from at least two of the principal Rating Agencies, and interest, if any, on (ii) no Default with respect to the Notes has occurred and all other amounts payable by the Company is continuing under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(a)(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant “Suspended Covenants”) of the Indenture with respect to the terms of Notes. In addition, the IndentureCompany may elect to suspend the Subsidiary Guarantees with respect to the Notes. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Notes with respect to future events and the Subsidiary Guarantees with respect to the Notes shall be reinstated.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15July 21, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Security is one of the Company if it determines Exchange Securities referred to reopen in the Series Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15January 24, 2006 2001 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “----- "TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the 5 Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate 450,000,000 principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section Sections 2.01 and 2.08 of the First Supplemental Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the 2021 Notes under an Indenture dated as of March 15April 5, 2006 2011 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors named therein and the Trustee. The terms of the 2021 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2021 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The 2021 Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This 2021 Note is one of the Company if it determines Initial 2021 Notes referred to reopen in the Series Indenture. The 2021 Notes include the Initial 2021 Notes and any Exchange 2021 Notes issued in exchange for Initial 2021 Notes pursuant to the Indenture. The Initial 2021 Notes and any Exchange 2021 Notes, together with the Initial 2019 Notes and any Exchange 2019 Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the 2021 Notes and all other amounts payable by the Company Issuer under the Indenture and the 2021 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2021 Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture Indenture, dated as of March 15July 13, 2006 1999 (the “Base "Indenture”"), as amended by and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors named --------- therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 1/8% Senior Notes due 2006, Series A (the "Initial Securities"), limited in aggregate ------------------ principal amount to $250,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined in the Indenture). All Securities issued under the Indenture are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. (S)(S) 77aaa-77bbbb) (the "TIA"), as in effect on the date of --- the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) holders of Securities are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are senior subordinated general unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)Company. The Indenture imposes certain limitations Payment on the ability of the Company and its Restricted Subsidiaries toSecurities is guaranteed (each, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations a "Guarantee") on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors havea --------- senior basis, jointly and severally, unconditionally guaranteed by Metris Direct, Inc. and each Restricted Subsidiary of the Guaranteed Obligations on Company which guarantees the Securities (each, a senior subordinated basis "Guarantor") --------- pursuant to the terms Article Ten of the Indenture. In certain circumstances, the Guarantees may be released.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15January 13, 2006 2012 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyParent, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsubordinated unsecured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amountamount of $900,000,000. The Securities include the Original Securities, which amount may be increased at the option any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $900,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Subsidiary Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15June 9, 2006 2011 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors between Level 3 Escrow and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsubordinated unsecured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amountamount of $600,000,000. The Securities include the Original Securities, which amount may be increased at the option any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $600,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Subsidiary Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15February 7, 2006 2007 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the Company, the Subsidiary Guarantors Issuers and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Original Securities referred to reopen in the Series of Indenture. The Securities of which this Note is a part and sell additional include the Original Securities, any Additional Securities (subject together with the Original Securities, the “Initial Securities”) and any Exchange Securities issued in exchange for the Initial Securities pursuant to Section 2.01 the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company RBS Global and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of RBS Global and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15November 26, 2006 2001 (the “Base "Indenture”"), as amended and supplemented by between the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsecured obligations of the Company secured as provided in paragraph 11 below and limited initially to $400,000,000 663,000,000 aggregate principal amount, which Principal amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 2.07 of the First Supplemental Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities constitute "Designated Senior Debt" of the Company for purposes of the Company's Indenture dated as of February 1, 1998 with U.S. Bank Trust National Association, as trustee. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate Principal amount of $363,000,000. The Securities include the Original Securities, up to an aggregate Principal amount of $300,000,000 of Additional Securities that may be issued under the Indenture and any Exchange Securities or Private Exchange Securities issued in exchange for Initial Securities]. [This Security is one of up to $300,000,000 aggregate Principal amount of Additional Securities. The Securities include such Additional Securities, the Initial Securities in an aggregate principal amount of $363,000,000 previously issued under the Indenture and any Exchange Securities or Private Exchange Securities issued in exchange for Initial Securities.] The Initial Securities, the Exchange Securities, the Private Exchange Securities and any Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the issuance of debt and redeemable stock by the Company, the issuance of debt and preferred stock by the Subsidiaries of the Company, the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations, the incurrence by the Company and its Subsidiaries of Liens on its property and assets, the sale or transfer of assets and Subsidiary stock by the Company and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted from Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15September 20, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes Securities are second priority senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Security is one of the Company if it determines Initial Securities referred to reopen in the Series Indenture. The Securities include the Original Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange Fixed Rate Notes issued in exchange for the Original Fixed Rate Notes or any Additional Fixed Rate Notes pursuant to the Indenture. The Original Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange Fixed Rate Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 15April 28, 2006 2015 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyParent, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsubordinated unsecured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amountamount of $700,000,000. The Securities include the Original Securities, which amount may be increased at the option any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $700,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Subsidiary Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Dollar Securities under an Indenture dated as of March 15December 21, 2006 2010 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Dollar Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Dollar Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Dollar Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Dollar Security is one of the Company if it determines Initial Dollar Securities referred to reopen in the Series Indenture. The Dollar Securities include the Initial Dollar Securities and any Exchange Dollar Securities issued in exchange for Initial Dollar Securities pursuant to the Indenture. The Initial Dollar Securities and any Exchange Dollar Securities together with the Initial Euro Securities and any Exchange Euro Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes Dollar Securities and all other amounts payable by the Company under the Indenture and the Notes Dollar Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Dollar Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under an Indenture dated as of March 15October 17, 2006 2016 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors party thereto and the TrusteeTrustee and Notes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are second-priority senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Note is one of the Company if it determines Initial Notes referred to reopen in the Series Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Notes Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Notes Guarantee will unconditionally guarantee the Notes Obligations on a second-priority senior subordinated secured basis from the Escrow Release Date pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15June 30, 2006 1999 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors DJ Capital, DonJoy and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company Issuers limited initially to $400,000,000 100,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section 2.01 2.07 of the First Supplemental Indenture), of which $100,000,000 in aggregate principal amount will be initially issued on the Closing Date. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Issuers. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated basis pursuant as and to the terms of extent provided in the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15August 1, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are second priority senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Initial Securities referred to reopen in the Series Indenture. The Securities include the Original Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange Fixed Rate Notes issued in exchange for the Original Fixed Rate Notes or any Additional Fixed Rate Notes pursuant to the Indenture. The Original Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange Fixed Rate Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15September 27, 2006 1996 (the “Base "Indenture”"), as amended and supplemented by between the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated general unsecured obligations of the Company limited initially to $400,000,000 75,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section 2.01 2.07 of the First Supplemental Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends Subordinated Obligations of the Company and distributions by such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of Restricted Subsidiaries; the creation of Liens; the lines of business in which the Company and make Asset Dispositions. The Indenture also imposes limitations on its Restricted Subsidiaries may operate; the ability disposition of assets of the Company to Restricted Subsidiaries; and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's assets. To guarantee the due and punctual payment of the principal and interestIn addition, if any, on the Notes and all other amounts payable by the Company under the Indenture prohibits certain restrictions on distributions and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15December 18, 2006 2012 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company. The Company limited initially shall be entitled, subject to $400,000,000 aggregate principal amount, which amount may be increased at the option its compliance with Section 4.03 of the Company if it determines Indenture, to reopen the Series of issue Additional Securities of which this Note is a part and sell additional Securities (subject pursuant to Section 2.01 2.13 of the First Supplemental Indenture). The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, engage in certain lines of business, create or incur Liens and make Asset Dispositionsenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March 15, 2006 [ ] 2009 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors Parent Guarantor and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb§§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsprovisions The Notes are second-priority senior secured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are senior subordinated unsecured obligations treated as a single class of securities under the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, each Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of March 15January 7, 2006 2015 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Security is one of the Company if it determines Securities referred to reopen in the Series Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Fixed Rate Securities under an Indenture dated as of March 1512, 2006 2004 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Fixed Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxSection. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Fixed Rate Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Fixed Rate Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Fixed Rate Security is one of the Initial Fixed Rate Securities referred to in the Indenture. The Fixed Rate Securities include the Initial Fixed Rate Securities and any Exchange Fixed Rate Securities issued in exchange for Initial Fixed Rate Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Fixed Rate Securities, any Exchange Fixed Rate Securities and all other Securities (including the Floating Rate Securities) are treated as a single class of securities under the Indenture; provided, however, that in respect of any amendment, waiver, other modification or optional redemption by the Company if it determines to reopen that affects only the Series Fixed Rate Securities or the Floating Rate Securities, as the case may be, such affected series of Securities of which this Note is treated as a part and sell additional Securities (subject to Section 2.01 of single class under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositionscreate or incur Liens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Fixed Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest, if any, on the Notes (ii) no Default has occurred and all other amounts payable by the Company is continuing under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms "Suspended Covenants") of the Indenture. In addition, the Company may elect to suspend the Subsidiary Guarantees, and the Company may also elect to release any or all of the Collateral from the Liens securing the Fixed Rate Securities and Subsidiary Guarantees. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to future events, the Subsidiary Guarantees shall be reinstated and any Collateral that was released from Liens securing the Fixed Rate Securities and Subsidiary Guarantees, as well as any Collateral acquired since the Suspension Date, shall be restored and pledged to secure the Fixed Rate Securities and the Subsidiary Guarantees, as applicable.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15October 2, 2006 2009 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the TrusteeTrustee and Collateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIAAct”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such those terms. In the event of any conflict between the terms of this Security and provisionsthe Indenture, the terms of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured secured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This is one of the Company if it determines Initial Securities referred to reopen in the Series of Indenture. The Securities of which this Note is a part and sell additional include the Initial Securities (subject to issued on the Issue Date, any Additional Securities issued in accordance with Section 2.01 2.16 of the First Supplemental Indenture and the Exchange Securities. The Initial Securities, Additional Securities and the Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations or Guarantor Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Restricted Subsidiaries, future Subsidiary Guarantors, the business activities and investments of the Company and its Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, to enter into consensual restrictions upon the payment of certain agreements that restrict distributions and dividends and distributions by such from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest on the Notes Securities and all other amounts payable by the Company under the Indenture Indenture, the Securities, the Collateral Documents and the Notes Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors havehave unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, shall unconditionally Guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations such obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15September 26, 2006 1997 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes Securities are unsecured senior subordinated unsecured obligations of the Company limited initially to $400,000,000 140,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section 2.01 2.07 of the First Supplemental Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends Subordinated Obligations of the Company and distributions by such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Capital Stock of Restricted Subsidiaries; certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on of the ability Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the lines of business in which the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveyits Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and consolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's assets. To guarantee the due and punctual payment of the principal and interestIn addition, if any, on the Notes and all other amounts payable by the Company under the Indenture prohibits certain restrictions on distributions and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company Escrow Issuer issued the Notes Securities under an Indenture dated as of March 15June 5, 2006 2019 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyEscrow Issuer, the Subsidiary Guarantors Trustee and the Trustee. The terms of the Notes include those stated U.S. Bank National Association, as collateral agent (in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (such capacity, the “TIACollateral Agent”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Escrow Issuer and from and of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 Escrow Release Date will be second-priority senior secured obligations of the First Supplemental Company. This Security is one of the Original Securities referred to in the Indenture). The Securities include the Original Securities and any Additional Securities pursuant to the Indenture. The Original Securities and any Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, and the Parent Guarantor will jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15November 21, 2006 2005 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among ) between the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxU.S. Code Sec. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthem. The Notes Securities are senior subordinated general unsecured obligations of the Company limited initially Company. Subject to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions compliance with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, at any time prior to June 15, 2011, the Subsidiary Guarantors haveCompany shall not create, jointly incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise with respect to (collectively, to “incur”), any Senior Indebtedness other than the principal of, premium (if any), and severallyinterest or borrowings made under the Amended and Restated Revolving Credit Agreement, unconditionally guaranteed dated as of October 29, 2004, among the Guaranteed Obligations on Company, Bank One, NA and certain other parties listed therein (the “Credit Agreement”), including any amendment, renewal, extension, expansion, increase, refunding, refinancing or replacement of such agreement, whether with the same or different lenders. The Company shall not incur any Indebtedness that is junior in right of payment to the Securities that has a senior subordinated basis maturity date prior to June 15, 2011. In the event that the Company incurs (i) Senior Indebtedness other than the principal of, premium (if any), and interest or borrowings made under the Credit Agreement, including any amendment, renewal, extension, expansion, increase, refunding, refinancing or replacement of the Credit Agreement, whether with the same or different lenders, or (ii) other Indebtedness which ranks equally and ratably with the Securities, the Company shall make an offer to repurchase the Securities pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of March 1522, 2006 2024 (the “Base Indenture”)as amended, as amended and modified or supplemented by the First Supplemental Indenture dated as of March 15from time to time, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ) among the CompanyIssuer, Level 3 Parent, the Subsidiary other Guarantors party thereto, the Trustee and the TrusteeCollateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are senior subordinated unsecured unsubordinated secured obligations of the Company limited initially Issuer. [This Security is one of the Original Securities referred to $400,000,000 in the Indenture issued in an aggregate principal amount, which amount may be increased at of $606,230,000. The Securities include the option Original Securities and any Additional Securities]. [This Security is one of the Company if it determines Additional Securities issued in addition to reopen the Series Original Securities in an aggregate principal amount of $606,230,000 previously issued under the Indenture. The Original Securities and the Additional Securities are treated as a single class of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its Restricted their respective Subsidiaries to, among other things, make certain Investments incur Indebtedness and other Restricted Payments, pay dividends create and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsLiens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Company Issuer and each Subsidiary Guarantor their respective Subsidiaries to consolidate or merge with or into any other Person person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, Level 3 Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.