Common use of Indenture Clause in Contracts

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the 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 any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, will jointly and severally, severally unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 4, 2003 2006 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the 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 under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 4, 2003 2006 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Securities, the 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 under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Euro Notes under an Indenture dated as of February 18May 13, 2003 2004 (the "“Indenture"”), between among PP Acquisition Corporation, the Company predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Securities Euro 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. ▇▇.▇▇. §§ 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 Securities Euro 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 Securities Euro Notes are senior subordinated unsecured obligations of the Company. This Security Euro Note is one of the Exchange Securities Euro Notes referred to in the Indenture. The Securities Euro Notes include the Initial Securities, the Additional Securities Euro Notes and any Exchange Securities Euro Notes issued in exchange for the Initial Securities Euro Notes pursuant to the Indenture. The Initial Securities Euro Notes and any Exchange Securities Euro Notes together with the Initial Dollar Notes and the Exchange Dollar 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 sell or otherwise dispose of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of assets including capital stock of such Restricted Subsidiariesstock, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesengage in other business activities. The Indenture also imposes limitations on the ability of the Company and each 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 interestof, premium, if any, or interest on in respect of the Securities Euro Notes and all other amounts payable by the Company under the Indenture and the Securities Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18[ ], 2003 2014 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured secured obligations of the CompanyIssuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, the any Additional Securities and any Exchange Securities issued in exchange for the Initial Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18November 4, 2003 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company and the Trustee. The terms of the Securities 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. ▇▇.▇▇. ------ (S)(S) 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 Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities Notes are general unsecured senior subordinated unsecured obligations of the CompanyCompany limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture). This Security Note is one of the Exchange Securities Initial Notes referred to in the Indenture. The Securities Notes include the Initial Securities, the Additional Securities Notes and any Exchange Securities Notes issued in exchange for the Initial Securities Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Securities Notes and the Exchange Securities 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 its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, 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, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates. In addition, create or incur Liens and make Asset Sales. The the Indenture also imposes limitations on limits the ability of the Company and each Guarantor its Subsidiaries 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 restrict distributions and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of February 18September 29, 2003 1999 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated general unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.04 of the Exchange Securities referred Indenture, to in the Indenture. The Securities include the Initial Securities, the issue Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities are or Private Exchange Securities issued in exchange therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes limits, among other things (i) the incurrence of additional debt by the Company and its subsidiaries, (ii) the payment of dividends on capital stock of the Company and the purchase, redemption or retirement of capital stock or subordinated indebtedness, (iii) making of certain investments, (iv) certain transactions with affiliates, (v) sales of assets, including capital stock of subsidiaries, and (vi) certain consolidations, mergers and transfers of assets. The Indenture also prohibits certain restrictions on distributions from subsidiaries. All of these limitations on and prohibitions, however, are subject to a number of important qualifications contained in the ability Indenture. In addition, following the first day that (1) the Company has achieved Investment Grade Status and (2) no Default has occurred and is continuing under the Indenture (and notwithstanding that the Company may later cease to have an Investment Grade Rating from either or both of the Rating Agencies or default under the Indenture), 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall will not be due and payable, whether at maturity, by acceleration or otherwise, according subject to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenturecovenants described above.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18August 31, 2003 2020 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include On and after the Initial SecuritiesIssue Date, 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 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 185, 2003 2020 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include On and after the Initial SecuritiesIssue Date, 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 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 14, 2003 2000, (the "Indenture"), between among the Company Company, the Subsidiary Guarantor and the Trustee. The terms of the 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. ▇▇.▇▇. (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 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 Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $450,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Exchange Initial Securities referred to in the 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 IndentureSecurities. 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, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Affiliates Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18, 2003 2016 (“Indenture”) among the "Indenture")Company, between the Company Subsidiary Guarantors and the Trustee. The Notes are subject to the terms of the Securities Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the terms of the Indenture shall control. 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 1939, as amended (15 U.S.C. ▇▇.▇▇. 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 Securities Notes are subject to all terms and provisions of the Indenturesuch terms, 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the 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 under the Indenturethose terms. 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 certain capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each or any 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 or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior joint and several basis subordinated pursuant to the terms of the Indenture.

Indenture. This Security is a duly authorized issue of Securities of the Issuer designated as the [_____%] Senior Securities due ___, Series __ (herein called the "Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to [$_______], which may be issued the Securities under an Indenture dated as of February 18, 2003 indenture (herein called the "Indenture") dated as of ___ , by and among the Issuer and Chase Manhattan Trust Company, National Association, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), between to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Company respective rights, limitations of rights, duties, obligations and immunities thereunder of the Issuer, the Trustee and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the 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. ▇▇.▇▇. 77aaa-77bbbbSections 77aaa-77bbb) (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 in the Indenture. The 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) of Securities are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Securities are senior subordinated unsecured obligations no provisions of this Security or of the Company. This Security is one Indenture shall alter or impair the obligation of the Exchange Securities referred Issuer, which is absolute and unconditional, to in the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 interestof, premium, if any, and interest on this Security at the Securities times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Securities when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇(ss.▇▇. ) (ss.) 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities this Security under an Indenture dated as of February 18May 22, 2003 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company and the Trustee. The terms of the Securities this Security 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. ▇▇.▇▇. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the "TIAAct"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are This Security is subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are Holder of this Security is referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured obligations secured obligation of the Company. This Security is one of the [1998] Exchange Securities Notes referred to in the Indenture. The Securities include [1998] Initial Notes and the Initial Securities, the Additional Securities and any [1998] Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities Notes are treated as a single class series of securities Securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things, to incur additional Indebtedness; create Liens; 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 ; engage in certain transactions with stockholders and Affiliates, create or incur Liens ; engage in Sale and make Asset Sales. The Indenture also imposes limitations on Leaseback Transactions; dispose of assets; issue Preferred Stock of Subsidiaries; transfer assets to its subsidiaries; enter into agreements that restrict the ability of the Company its Subsidiaries to make dividends and each Guarantor to consolidate or merge with or into any other Person or conveydistributions; engage in mergers, transfer or lease all or consolidations and transfers of substantially all of the Company's assets; make certain Investments, loans, and advances; and create Non- Recourse Subsidiaries. These limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually its propertycompliance with the limitations contained in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under No reference herein to the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration no provision of this Security or otherwise, according to the terms of the Securities and Indenture shall alter or impair the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms obligation of the IndentureCompany, which is absolute and unconditional to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18August 9, 2003 2016 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the 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 Securities under the Indenture. The On and after 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 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 12, 2003 2010 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured secured second lien obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, the any Additional Securities and any Exchange Securities issued in exchange for the Initial Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18March 1, 2003 1998 (the "Indenture"), between among the Issuers, Nakornthai Strip Mill Public Company Limited (the "Company") and the Trustee. The terms of the 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. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture, except as otherwise provided in the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 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 Securities are secured, senior subordinated unsecured obligations of the Company. This Security is one Issuers limited to US$203,500,000 aggregate principal amount (subject to Section 2.07 of the Exchange Securities referred to in the 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 under the 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, issue or sell shares the business activities and investments of capital stock the Issuers and certain of such Restricted their Subsidiaries, enter into consolidations, mergers and transfers of all or permit substantially all the assets of the Issuers or certain Subsidiaries, and transactions with Affiliates. In addition, create or incur Liens and make Asset Sales. The the Indenture also imposes limitations on limits the ability of the Company Issuers and each 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 additional interest and interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Company has unconditionally guaranteed the Guaranteed Obligations Securities on a senior (other than in respect of any Specified Senior Indebtedness of the Company) basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18May 31, 2003 2016 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the 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 Securities under the Indenture. The On and after 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 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18September 6, 2003 2016 (“Indenture”) among the "Indenture")Company, between the Company Subsidiary Guarantors and the Trustee. The Notes are subject to the terms of the Securities Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the terms of the Indenture shall control. 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 1939, as amended (15 U.S.C. ▇▇.▇▇. 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 Securities Notes are subject to all terms and provisions of the Indenturesuch terms, 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the 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 under the Indenturethose terms. 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 certain capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each or any 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 or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior joint and several basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 1812, 2003 2015 (the "“Indenture"”), between among the Company Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the TrusteeLuxembourg Transfer Agent. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured and unsubordinated obligations of the CompanyCompany unlimited in principal amount. [This Security is one of the Exchange Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include the Initial Securities, the such Additional Securities and any Exchange the Original Securities in an aggregate principle amount of U.S.$[ ] previously 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 under the Indenture. .] The Indenture imposes certain limitations on the ability of the Company and its Restricted the 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, create or incur Liens and make Asset Salesenter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and each the Guarantor to consolidate or merge with or into any other Person or convey, convey or transfer or lease all or its assets substantially all of its propertyas an entity. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Guarantor has irrevocably and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant unsecured basis. Neither the Company nor the Guarantor shall be required to the terms of the Indenturemake any notation on this Security to reflect any guarantee or any release, termination or discharge thereof.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 12, 2003 2010 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured secured second lien obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, the any Additional Securities and any Exchange Securities issued in exchange for the Initial Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a second priority senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The This Security is one of a duly authorized issue of debentures, notes or other evidence of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to [$] , all of such Securities issued the Securities and to be issued under an Indenture dated as of February 18, 2003 2006 (the "“Indenture"”) among the Company, the guarantors party thereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”), between . Capitalized terms herein are used as defined in the Company and the TrusteeIndenture unless otherwise indicated. The terms of the 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. ▇▇.▇▇. 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 IndentureAct. The 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 Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. As provided in the Indenture, the Securities 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, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of a series of Securities designated pursuant thereto as . The Securities are senior subordinated general unsecured obligations of the Company. This Security is one The Company may, subject to Article Four of the Exchange Indenture and applicable law, issue additional Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and of 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 series 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18August 20, 2003 2020 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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. 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Exchange Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities, the Issue Date and any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are shall be treated as a single class for all purposes of securities under 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 on 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, engage in certain lines of business, create or incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18May 31, 2003 2016 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the 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 Securities under the Indenture. The On and after 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 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18January 21, 2003 2004 (the "Indenture"), between among the Company Issuers and the Trustee. The terms of the 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. ▇▇.▇▇. (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 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 Securities are senior subordinated general unsecured obligations of the CompanyIssuers. This Security is one of the Exchange Initial Securities referred to in the 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 under the 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 1816, 2003 2006 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Securities, the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18October 27, 2003 2010 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and and, to the extent required, those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 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 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 Act for a statement of such those terms. To the extent of any conflict between the terms of this Security and provisionsthe terms set forth in the Indenture, the terms set forth in the Indenture shall govern. The Securities are first-priority secured senior subordinated unsecured obligations of the CompanyIssuers. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is $305,000,000. This Security is one of the Exchange Securities 14% Senior Secured Notes, Series B, due 2013 referred to in the Indenture. The Securities include shall be secured by first priority Liens and security interests, subject to Permitted Liens, in 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 under the IndentureCollateral. The Indenture imposes certain limitations on the ability incurrence of indebtedness, the Company making of restricted payments, the sale of assets 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 making of certain dividends and distributions by such Restricted Subsidiariesfundamental changes, issue or sell shares the incurrence of certain liens, the incurring of lease obligations, the sale of capital stock stock, the making of such Restricted Subsidiariesloans, enter into or permit advancements and investments, the maintenance of certain financial maintenance covenants, transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesthe consummation of mergers and consolidations. The Indenture also imposes limitations on requirements with respect to the ability provision of financial information and the provision of guarantees of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertySecurities by certain subsidiaries. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuers under the Indenture Indenture, the Securities and the Securities Security Documents when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors havehave unconditionally guaranteed (and future guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations such obligations on a senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18October 29, 2003 2004 (the "Indenture")) among the Company, between the Company Guarantors and the Trustee. The terms of the Securities 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. ▇▇.▇▇. 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 Securities Notes are subject to all the 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 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 Securities Notes are unsecured senior subordinated unsecured obligations of the Company. This Security Note is one of the Exchange Securities Initial Notes referred to in the Indenture. The Securities Notes include the Initial SecuritiesNotes, the any Additional Securities Notes and any Exchange Securities Notes issued in exchange for the Initial Securities Notes or Additional Notes pursuant to the Indenture. The Initial Securities Notes, any Additional Notes and any Exchange Securities 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 18November 9, 2003 2017 (the "“Indenture"”), between among the Company Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the CompanyIssuer. This Security is one of the Exchange Original Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Original Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the IndentureAdd-On Securities. The Initial Original Securities and Exchange any Add-On Securities are treated as a single class series of securities under the 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 Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each 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 Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 29, 2003 2009 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Exchange Securities referred to in the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18January 21, 2003 2004 (the "Indenture"), between among the Company Issuers and the Trustee. The terms of the 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. ▇▇.▇▇. (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 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 Securities are senior subordinated general unsecured obligations of the CompanyIssuers. This Security is one of the Exchange Securities referred to in the 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 under the 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 14, 2003 2000 (the "Indenture"), between among the Company Company, the Subsidiary Guarantor and the Trustee. The terms of the 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. ▇▇.▇▇. (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 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 Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $450,000,000 principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional 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, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18July 30, 2003 2020 (the "Indenture"), between among the Company Issuers, the guarantors from time to time party thereto, the Trustee and the Collateral Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Exchange Securities referred to in the IndentureIssuer. The Securities include the Initial any PIK Securities, the Additional . Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange PIK 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, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18August 21, 2003 2019 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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. 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Exchange Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities, the Issue Date and any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are shall be treated as a single class for all purposes of securities under 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 on 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, engage in certain lines of business, create or incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18March 1, 2003 1998 (the "Indenture"), between among the Issuers, Nakornthai Strip Mill Public Company Limited (the "Company") and the Trustee. The terms of the 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. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture, except as otherwise provided in the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 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 Securities are secured, senior subordinated unsecured obligations of the Company. This Security is one Issuers limited to $203,500,000 aggregate principal amount (subject to Section 2.07 of the Exchange Securities referred to in the 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 under the 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, issue or sell shares the business activities and investments of capital stock the Issuers and certain of such Restricted their Subsidiaries, enter into consolidations, mergers and transfers of all or permit substantially all the assets of the Issuers or certain Subsidiaries, and transactions with Affiliates. In addition, create or incur Liens and make Asset Sales. The the Indenture also imposes limitations on limits the ability of the Company Issuers and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Company has unconditionally guaranteed the Guaranteed Obligations Securities on a senior (other than in respect of any Specified Senior Indebtedness of the Company) basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18October 24, 2003 2014 (the "“Indenture"”), between among the Company Company, the Note Guarantors named therein and the Trustee. The terms of the Securities 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. ▇▇.▇▇. §§ 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 Securities 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 Securities Notes are senior subordinated unsecured secured obligations of the Company. This Security Note is one of the Exchange Securities Original Notes referred to in the 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 under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the 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 Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 interest, if any, interest on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 21, 2003 2006 (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Securities, the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18August [—], 2003 2013 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the 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 any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the 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, create or incur Liens and or make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal and interest, if any, of or interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The This Security is one of a duly authorized issue of debentures, notes or other evidence of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to [$] , all of such Securities issued the Securities and to be issued under an Indenture dated as of February 18, 2003 2005 (the "“Indenture"”) among the Company, the guarantors party thereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”), between . Capitalized terms herein are used as defined in the Company and the TrusteeIndenture unless otherwise indicated. The terms of the 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. ▇▇.▇▇. 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 IndentureAct. The 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 Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. As provided in the Indenture, the Securities 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, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of a series of Securities designated pursuant thereto as . The Securities are senior subordinated general unsecured obligations of the Company. This Security is one The Company may, subject to Article Four of the Exchange Indenture and applicable law, issue additional Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and of 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 series 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Note under an Indenture Indenture, dated as of February 1825, 2003 1998 (the "Indenture"), between the Company and the Trustee. The terms of the Securities 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. ▇▇.▇▇. U.S. Code Section 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 Indenture, except as otherwise provided in the Indenture. The Securities Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Securities Notes are senior subordinated unsecured general obligations of the CompanyCompany limited in aggregate principal amount to $150,000,000. This Security is one Each Holder, by accepting a Note, agrees to be bound by all of the Exchange Securities referred to in terms and provisions of the Indenture. The Securities include , as the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant same may be amended from time to the Indenture. The Initial Securities and Exchange Securities are treated as a single class of securities under the Indenturetime. The Indenture imposes contains certain limitations on covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries toto incur additional Indebtedness, among pay dividends or make other thingsdistributions, repurchase any capital stock or subordinated Indebtedness, make certain Investments and other Restricted Paymentsinvestments, pay dividends and other distributions, incur Indebtednesscreate certain liens, 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, sell assets, enter into certain mergers and consolidations, allow Restricted Subsidiaries to create certain dividend and other payment restrictions, enter into Sale and Leaseback Transactions, and issue or incur Liens sell capital stock of Restricted Subsidiaries. Such limitations are subject to important qualifications and make Asset Salesexceptions. The Company must annually report to the Trustee on compliance with such limitations. The Indenture also imposes limitations on the ability of requires the Company to cause any Person that becomes a Restricted Subsidiary after the Closing Date to execute and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according deliver to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on Trustee a senior basis subordinated supplemental indenture pursuant to which such Restricted Subsidiary will Guarantee the terms of the IndentureNotes.

Indenture. The Company issued the Euro Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and The Bank of New York, a New York banking corporation (the "Trustee"). The terms of the Euro 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. ▇▇.▇▇. 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 Euro 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 Euro Securities are senior subordinated unsecured obligations of the Company. This Euro Security is one of the Exchange Initial Euro Securities referred to in the Indenture. The Euro Securities include the Initial Securities, the Additional Euro Securities and any Exchange Euro Securities issued in exchange for the Initial Euro Securities pursuant to the Indenture. The Initial Euro Securities and any Exchange Euro Securities together with the Initial Dollar Securities and the Exchange Dollar Securities are treated as a single class of securities under the 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Euro Securities and all other amounts payable by the Company under the Indenture and the Euro Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 10, 2003 2002 (the "Indenture"), between among the Company Company, the Note Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security is one of the [Initial Securities] [Private Exchange Securities Notes] referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities Notes and Private Exchange Notes issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities Notes and Private 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, create or incur Liens Affiliates and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18October 5, 2003 2010 (the "“Indenture"”), between among the Company Company, the Guarantors, the Paying Agent and Wilmington Trust Company, as trustee (the “Trustee”). The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Exchange Securities referred to in the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18March 1, 2003 1999 (the "Indenture"), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $400,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Initial Securities referred to in the 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 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 IndebtednessIncur Debt, 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 the Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset SalesSales and certain Investments. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Subsidiary Guarantors 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 the Property of the Company or such Subsidiary Guarantor. If the Securities receive an Investment Grade Rating, certain of the covenants in the Indenture will not be applicable to the Company and its propertyRestricted Subsidiaries for so long as the Securities retain such Investment Grade Rating. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18April 13, 2003 2020 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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. 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Exchange Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities, the Issue Date and any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are shall be treated as a single class for all purposes of securities under 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 on 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, engage in certain lines of business, create or incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18May 14, 2003 1999 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the 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.. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $150,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the IndentureOriginal Securities. The Initial 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, create or incur Liens Affiliates and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 11, 2003 1998 (as such may be amended from time to time, the "Indenture"), between among the Company Company, any Subsidiary Guarantors that may become parties thereto after the date thereof and the Trustee. The terms of the 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. ss.s▇. ▇▇.▇▇. 77aaa-77bbbbaaa-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 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 Securities are unsecured senior subordinated unsecured obligations of the Company. This Security is Company limited to $85,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Exchange Securities referred to in the 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 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 Pari Passu Indebtedness 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability Subordinated Indebtedness of the Company and each Guarantor to consolidate its Restricted Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or merge with or into any other Person or conveyissuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and consolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal principal, premium and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 30, 2003 1998 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. (S)(S) 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 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 Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to DM245.0 million aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Initial Securities referred to in the 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 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, sale and leaseback transactions 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, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability are subject to a number of the Company important qualifications and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indentureexceptions.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 10, 2003 (the "Indenture"), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one Company limited to $260.0 million aggregate principal amount (subject to Section 2.07 of the Exchange Securities referred to in the 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 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 Capital Stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Subsidiary Guarantors 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 the Company or any such Subsidiary Guarantor. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have, jointly and severally, guaranteed the due and punctual payment of the principal and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis . The Subsidiary Guaranties are subordinated pursuant in right of payment to the terms of the Indentureeach Subsidiary Guarantor's obligations with respect to Designated Senior Debt.

Indenture. The Company issued the Dollar Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Dollar Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Dollar Securities referred to in the Indenture. The Dollar Securities include the Initial Dollar Securities, the Additional Dollar Securities and any Exchange Dollar Securities issued in exchange for the Initial Dollar 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 under the 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Dollar Securities and all other amounts payable by the Company under the Indenture and the 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 Dollar Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 23, 2003 2004 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 23, 2003 2004 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the 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 any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 1828, 2003 2007 (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the 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 any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors Guarantors, if any, have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18September 27, 2003 1996 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. Sections 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 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 Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $75,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Securities referred to in the 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 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability Subordinated Obligations of the Company and each Guarantor its Restricted Subsidiaries; 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 its Restricted Subsidiaries may operate; the disposition of assets of the Company to consolidate or merge with or into any other Person or conveyRestricted Subsidiaries; 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 Securities and all other amounts payable by the Company under the Indenture prohibits certain restrictions on distributions and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities this Note under an Indenture Indenture, dated as of February 18_______ __, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the Securities 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. ▇▇.▇▇. U.S. Code Section 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 Indenture, except as otherwise provided in the Indenture. The Securities Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Securities Notes are senior subordinated unsecured general obligations of the CompanyCompany limited in aggregate principal amount to $________________. This Security is one Each Holder, by accepting a Note, agrees to be bound by all of the Exchange Securities referred to in terms and provisions of the Indenture. The Securities include , as the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant same may be amended from time to the Indenture. The Initial Securities and Exchange Securities are treated as a single class of securities under the Indenturetime. The Indenture imposes contains certain limitations on covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries toto incur additional Indebtedness, among pay dividends or make other thingsdistributions, repurchase any capital stock or subordinated Indebtedness, make certain Investments and other Restricted Paymentsinvestments, pay dividends and other distributions, incur Indebtednesscreate certain Liens, 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, create sell assets, enter into certain mergers and consolidations, restrict such Restricted Subsidiaries from making certain dividend and other payments, enter into Sale and Leaseback Transactions, and issue or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability sell capital stock of Restricted Subsidiaries of the Company and each Guarantor make capital expenditures. Such limitations are subject to consolidate or merge important qualifications and exceptions. The Company must annually report to the Trustee on compliance with or into such limitations. The Indenture requires the Company to cause any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment that becomes a Restricted Subsidiary of the principal Company after the Issue Date to execute and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according deliver to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on Trustee a senior basis subordinated supplemental indenture pursuant to which such Restricted Subsidiary will Guarantee the terms of the IndentureNotes.

Indenture. The Company issued the Securities under an Indenture dated as of February 18October 17, 2003 1996 (the "Indenture"), between the Company Company, the Guarantor and the Trustee. The terms of the 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. ▇▇.▇▇. Section Section 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 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 Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $275,000,000 aggregate principal amount (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Securities Initial Notes referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities Notes and any Exchange Securities notes issued in exchange for the Initial Securities Notes pursuant to the IndentureRegistration Rights Agreement (the "Exchange Notes"). The Initial Securities Notes and the Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Company and the Restricted Subsidiaries, including the Incurrence of additional Indebtedness, payment of dividends or other distributions with respect to Capital Stock of the Company, sale of assets of the Company or its Restricted Subsidiaries, or restrictions on the ability of any Restricted Subsidiary to pay dividends or make any other distributions in respect of its Capital Stock. In addition, the Indenture contains certain covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries toSubsidiary Guarantors to Incur Indebtedness which is senior to or ranks pari passu with the Securities or the Subsidiary Guaranties, among other thingsas the case may be, make create certain Investments and other Restricted PaymentsLiens, pay dividends and other distributions, incur Indebtedness, or enter into consensual restrictions upon the certain mergers and consolidations. 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, is unconditionally guaranteed the Guaranteed Obligations on a senior subordinated and unsecured basis subordinated pursuant to by the terms of the IndentureSubsidiary Guarantors.

Indenture. The Company Escrow Issuer issued the Securities under an Indenture dated as of February 18June 5, 2003 2019 (the "“Indenture"”), between among the Company Escrow Issuer, the Trustee and U.S. Bank National Association, as collateral agent (in such capacity, the Trustee. The terms of the 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. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Collateral Agent”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 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 Securities are senior subordinated unsecured obligations of the Escrow Issuer and from and of the Escrow Release Date will be first-priority senior secured obligations of the Company. This Security is one of the Exchange Original Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Original Securities and any Exchange Securities issued in exchange for the Initial Additional Securities pursuant to the Indenture. The Initial Original Securities and Exchange 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, create or incur Liens and make Asset 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 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 basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities this Security under an Indenture dated as of February 18November 24, 2003 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between by and among the Company Company, the Subsidiary Guarantors and the Trustee. The Capitalized terms of the 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. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture used herein and not defined herein have the meanings ascribed thereto in the Indenture. The 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 Securities are the senior obligations of the Company, rank pari passu in right of payment with all current and future Senior Debt of the Company, including the Senior Credit Facility, and rank senior in right of payment to all existing and future subordinated unsecured obligations of the Company. This The Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange New Securities issued in exchange for the Initial Securities pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Securities and Exchange the New Securities are treated as a single class of securities under the Indenture. Principal and premium of and Interest and Liquidated Damages, if any, on the Securities will be payable at the office or agency maintained by the Company for such purpose pursuant to Section 2.3 of the Indenture. Initially, such office will be the office of the Trustee maintained for such purpose. The Securities will be issued in denominations of $1,000 and integral multiples thereof. The Indenture imposes certain limitations restrictive covenants 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability as set forth in Article IV of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture. To guarantee the due and punctual payment of the principal and interestInterest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by redemption, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveSubsidiary Guarantors, jointly as primary obligors and severallynot merely as surety, have unconditionally guaranteed the Guaranteed Obligations and irrevocably guaranteed, on a joint and several basis, such obligations on a senior basis subordinated pursuant to the terms of Article X of the Indenture. The Securities are secured to the extent set forth in the Collateral Agreement and Article XI of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 19, 2003 2010 (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are second priority senior subordinated unsecured secured obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, the any Additional Securities and any Exchange Securities issued in exchange for the Initial Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 1828, 2003 2007 (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors Guarantors, if any, have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Dollar Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Dollar Securities are senior subordinated unsecured obligations of the Company. This Dollar Security is one of the Exchange Initial Dollar Securities referred to in the Indenture. The Dollar Securities include the Initial Securities, the Additional Dollar Securities and any Exchange Dollar Securities issued in exchange for the 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 under the 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Dollar Securities and all other amounts payable by the Company under the Indenture and the 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 Dollar Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18April 6, 2003 2021 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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. 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Exchange Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities, the Issue Date and any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are shall be treated as a single class for all purposes of securities under 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 on 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, engage in certain lines of business, create or incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 22, 2003 2013 (the "“Indenture"”), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Exchange Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities, the Issue Date and any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are shall be treated as a single class for all purposes of securities under 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, engage in certain lines of business and create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 21, 2003 2006 (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 31, 2003 2003, (the "Indenture"), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the 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. ▇▇Sec.▇▇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 Securities are subject to all terms and provisions of the Indenture, and Holders Noteholders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured obligations of the CompanyCompany limited to $123,150,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security is one of the Exchange Securities referred to in the 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 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, create or incur Liens and make Asset Salesasset 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18August 14, 2003 2013 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the 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 any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the 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, create or incur Liens and or make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal and interest, if any, of or interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The Company Issuer issued the Securities Notes under an Indenture Indenture, dated as of February 1812, 2003 2024 (the "“Indenture"”), between among the Issuer, the Guarantors party thereto from time to time, Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and collateral agent, the Paying Agent, the Transfer Agent and the Trustee. The terms of the 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. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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 Securities Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Security Note is one of the Exchange Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities, the Additional Securities Original Notes and any Exchange Securities issued in exchange for the Initial Securities pursuant to the IndentureAdditional Notes. The Initial Securities Original Notes and Exchange Securities any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Parent 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 Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each 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 Securities Notes and all other amounts payable by the Company Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 18August [__], 2003 2014 (the "“Indenture")”) among the Issuer, between the Company Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured secured obligations of the CompanyIssuer. This Security is one of the Exchange Securities referred to in the 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 under the 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 Subsidiaries, issue or sell shares of capital stock of such Restricted SubsidiariesDistributions, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Company Issuer and each 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 Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated Securities pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18May 13, 2003 2009 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the 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 any Exchange Securities are treated as a single class of securities under the 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18September , 2003 2006 (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Securities, the any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial ; provided, however that so long as GSMP constitutes the Required Holders, the Company shall not issue Additional Securities and Exchange Securities are treated as a single class of securities under the Indenturesame series to the extent that after giving effect to such issuance GSMP would not constitute the Required Holders, unless the Company receives the prior written consent of GSMP. 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18October 1, 2003 1999 (the "Indenture"), between among the Company Company, the Note Guarantors and the Trustee. The terms of the 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." 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 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 Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $150,000,000 aggregate principal amount at any one time outstanding, of which $150,000,000 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, 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 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, create or incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the 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 Securities under an Indenture dated as of February 18January 29, 2003 2021 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Additional Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange any Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the 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, create or incur Liens and or make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal and interest, if any, of or interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and The Bank of New York, a New York banking corporation (the "Trustee"). The terms of the Euro 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. ▇▇.▇▇. 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 Euro 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 Euro Securities are senior subordinated unsecured obligations of the Company. This Euro Security is one of the Exchange Euro Securities referred to in the Indenture. The Euro Securities include the Initial Euro Securities, the Additional Euro Securities and any Exchange Euro Securities issued in exchange for the Initial Euro Securities pursuant to the Indenture. The Initial Euro Securities and Exchange Euro Securities together with the Initial Dollar Securities and any Exchange Dollar Securities are treated as a single class of securities under the 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Euro Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 23, 2003 2004 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the 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 any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18August 15, 2003 2001 (the "Indenture"), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one Company limited to $150,000,000 aggregate principal amount (subject to Section 2.07 of the Exchange Securities referred to in the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Subsidiary Guarantors 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 the Company or any such Subsidiary Guarantor. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have, jointly and severally, guaranteed the due and punctual payment of the principal and interest, if any, interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis . The Subsidiary Guaranties are subordinated pursuant in right of payment to the terms of the Indentureeach Subsidiary Guarantor's obligations with respect to Designated Senior Debt.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 25, 2003 (the "Indenture"), between among the Company Company, the Note Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Original Securities, the Additional 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 IndebtednessIndebtedness and issue Preferred Stock, 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, create or make Asset Sales, incur Liens and make Asset Salesincur Senior Subordinated Debt. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 30, 2003 2010 (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are second priority senior subordinated unsecured secured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, the any Additional Securities and any Exchange Securities issued in exchange for the Initial Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a second priority senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 25, 2003 1996 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. Sections 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 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 Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Securities referred to in the 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 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, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 24, 2003 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇ss.ss. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Exchange Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Additional 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, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 18August 19, 2003 2021 (the "“Indenture"”), between among the Company Issuer, the Guarantors from time to time party thereto and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 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. Prior to the Escrow Release Date, the Securities are will be senior subordinated secured obligations of the Issuer, secured by a first-priority security interest in the Escrow Account. Following the Completion Date, the Securities will be senior unsecured obligations of the CompanyIssuer. [This Security is one of the Exchange Original Securities referred to in the Indenture. The Securities include .] [This Security is an Additional Security referred to in the Initial SecuritiesIndenture.] Prior to the Escrow Release Date, 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertywill not be guaranteed. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest, on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, on the Completion Date, the Guarantors havewill, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis subordinated pursuant to the terms of the Indenture by executing a supplemental indenture in the form of Exhibit C to the Indenture, and to the extent required by the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 [ ] (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured [senior] obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Original Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the IndentureAdditional Securities. The Initial Original Securities and Exchange 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior [senior] basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture ---------- dated as of February 18October 31, 2003 2001 (the "Indenture")) among the Company, between the Company Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange [Original] [Additional] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Original Securities, the Additional Securities and any 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations Securities on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 30, 2003 2010 (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are second priority senior subordinated unsecured secured obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, the any Additional Securities and any Exchange Securities issued in exchange for the Initial Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any 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 the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18September 27, 2003 1996 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. Sections 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 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 Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $75,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Initial Securities referred to in the 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 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability Subordinated Obligations of the Company and each Guarantor its Restricted Subsidiaries; 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 its Restricted Subsidiaries may operate; the disposition of assets of the Company to consolidate or merge with or into any other Person or conveyRestricted Subsidiaries; 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 Securities and all other amounts payable by the Company under the Indenture prohibits certain restrictions on distributions and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 24, 2003 2001, (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. (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 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 Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $450,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Exchange Initial Securities referred to in the 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 IndentureSecurities. 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, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Affiliates Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 10, 2003 1997 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $100,000,000 aggregate principal amount (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Securities or Private Exchange Securities referred to in the IndentureIndenture issued in exchange for Initial Securities. The Initial Securities include the were issued in an aggregate principal amount of $100,000,000. The Initial Securities, the Additional Exchange Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Private Exchange Securities are treated as a single class of securities under the Indenture. The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving pro forma effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and either such Debt is (a) Debt of the Company, provided that, after giving proforma effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00, (b) Debt of the Company evidenced by the Securities or (c) Permitted Debt of the Company or any Restricted Subsidiary. The foregoing covenant will be applicable to the Company and the Restricted Subsidiaries unless the Company reaches Investment Grade Status. After the Company has reached Investment Grade Status, and notwithstanding that the Company may later cease to have an Investment Grade Rating from either or both of the Rating Agencies, the Company and the Restricted Subsidiaries will be released from their obligations to comply with the foregoing covenant. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or otherwise cause or suffer to exist or become effective any Liens of any kind upon any Principal Property or any Capital Stock or Debt of any Restricted Subsidiary (whether such Principal Property, Capital Stock or Debt are now owned or hereafter acquired), or any interest therein or any increase or profits therefrom, unless all payments due under the Indenture imposes certain and the Securities are secured on an equal and ratable basis with (or prior to) the obligations so secured, except for Permitted Liens or as provided in the second to the last paragraph of this Section 4. The Company will not, and will not permit any Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of the Indenture, to Incur Debt secured by a Lien on the Property to be leased in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities, or (b) the Company, within 180 days after the effective date of such transaction, applies to the voluntary retirement of its Funded Debt an amount equal to the value of such transaction, defined as the greater of the net proceeds of the sale of the Property leased in such transaction or the fair value, in the opinion of the Board of Directors, of the leased Property at the time such transaction was entered into. Notwithstanding the foregoing limitations on Liens and Sale and Leaseback Transactions, the ability Company and its Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien without securing the Securities, or may enter into Sale and Leaseback Transactions without retiring Funded Debt, or enter into a combination of such transactions, if the sum of (x) the principal amount of such Debt or the Attributable Debt in respect of such Sale and Leaseback Transaction, as the case may be, and (y) the principal amount of all other such Debt and all other Attributable Debt in respect of Sale and Leaseback Transactions then outstanding, does not exceed 15% of the Consolidated Net Tangible Assets 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 as shown in 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability consolidated balance sheet of the Company and each Guarantor as of the end of the most recent fiscal quarter ending at least 45 days prior to the date of determination. The Company, without the consent of the Holders of any of the outstanding Securities, may consolidate or merge amalgamate with or merge into any other Person or convey, transfer transfer, lease or lease all or substantially all otherwise dispose of its property. To guarantee Property substantially as an entirety to any Person or may permit any Person to consolidate or amalgamate with or merge into, or convey, transfer, lease or otherwise dispose of its Property substantially as an entirety to, the due and punctual payment Company; provided, however, that (a) the successor, transferee or lessee is organized under the laws of any United States jurisdiction; (b) the principal and interestsuccessor, transferee or lessee, if anyother than the Company, on expressly assumes the Securities and all other amounts payable by the Company Company's obligations under the Indenture and the Securities when by means of a supplemental indenture entered into with the Trustee; (c) immediately before and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according after giving effect to the terms transaction on a pro forma basis, no Default shall have occurred and be continuing; and (d) certain other conditions are met. Under any consolidation or amalgamation by the Company with, or merger by the Company into, any other Person or any conveyance, transfer, lease or other disposition of the Securities Property of the Company substantially as an entirety as described in the preceding sentence, the successor resulting from such consolidation or amalgamation or into which the Company is merged or the transferee or lessee to which such conveyance, transfer, lease or disposition is made, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and thereafter, except in the Guarantors havecase of a conveyance, jointly transfer, lease or disposition, the predecessor (if still in existence) will be released from its obligations and severally, unconditionally guaranteed covenants under the Guaranteed Obligations on a senior basis subordinated pursuant to Indenture and the terms of the IndentureSecurities.

Indenture. The Company issued the Securities under an Indenture dated as of February 18October 27, 2003 1998 (the "Indenture"), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $250,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities Indenture issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are treated as a single class an aggregate principal amount of securities under the Indenture$250,000,000. 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 property of the principal and interest, if any, on Company. Under the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms circumstances set forth in Section 4.11 of the Securities and the Indenture, certain Restricted Subsidiaries of the Company will be required to become Subsidiary Guarantors have, and jointly and severally, severally unconditionally guaranteed guarantee the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18September 17, 2003 2012 (the "“Indenture"”), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Exchange Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities, the Issue Date and any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are shall be treated as a single class for all purposes of securities under 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, engage in certain lines of business, create or incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each 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 interestinterest and Additional Interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 18, 2003 [ ] (the "“Indenture"”), between among the Company Issuer, the Guarantors party thereto and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are second priority senior subordinated unsecured secured obligations of the Company. This Security is one of the Exchange Securities referred to in the IndentureIssuer. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the IndentureAdditional Securities. The Initial Securities and Exchange 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 Issuer 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 Subsidiariesmake Capital Expenditures, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salescertain asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each 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 Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities Notes under an Indenture the indenture, dated as of February 18July 29, 2003 2025 (as amended, supplemented or otherwise modified from time to time, the "“Indenture"”), between by and among the Company Notes Parties party thereto from time to time, the Trustee and Ankura Trust Company, LLC as Collateral Agent. Capitalized terms used and not otherwise defined herein have the Trusteerespective meanings ascribed to such terms in the Indenture, unless otherwise indicated. The terms of the Securities 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. ▇▇.▇▇. 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 Securities 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 term or provision of the Notes limits, qualifies or conflicts with a term or provision of the Indenture, such term or provision of the Indenture shall control. The Securities Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. This Security Note is one of the Exchange Securities Initial Notes referred to in the Indenture. The Securities Notes include the Initial Securities, the Additional Securities Notes and any Exchange Securities issued in exchange for the Initial Securities pursuant to the IndentureAdditional Notes. The Initial Securities Notes and Exchange Securities any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Notes Parties and its Restricted their respective 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and each Guarantor Notes Parties 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 Securities Notes and all other amounts payable by the Company Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, any Guarantor that executes a Guarantee will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18November 22, 2003 2019 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include On and after the Initial SecuritiesIssue Date, 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 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, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 21, 2003 2006 (the "“Indenture"”), between among the Company and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the 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 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities Notes under an Indenture the indenture, dated as of February 18July 11, 2003 2023 (as amended, supplemented or otherwise modified from time to time, the "“Indenture"”), between by and among the Company Issuers, the Guarantors and the Affiliated Guarantors party thereto from time to time and the Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture, unless otherwise indicated. The terms of the Securities 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. ▇▇.▇▇. 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 Securities 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 term or provision of the Notes limits, qualifies or conflicts with a term or provision of the Indenture, such term or provision of the Indenture shall control. The Securities Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. This Security Note is one of the Exchange Securities Initial Notes referred to in the Indenture. The Securities Notes include the Initial SecuritiesNotes, the Additional Securities PIK Notes and any Exchange Securities issued in exchange for the Initial Securities pursuant to the IndentureAdditional Notes. The Initial Securities Notes, the PIK Notes and Exchange Securities any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Affiliated Guarantors, the Company and its Restricted their respective 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 Affiliated Guarantors and Subsidiaries, issue or sell shares of capital stock of such Restricted Affiliated Guarantors and Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Company, the Co-Issuer and each Guarantor and Affiliated 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 Securities Notes and all other amounts payable by the Company Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly any Guarantor and severally, Affiliated Guarantor that executes a Guarantee will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture Indenture, dated as of February 18September 28, 2003 2005 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), between the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities 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. ▇▇.▇▇TIA. 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 Securities 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 those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Securities Notes are senior subordinated general unsecured obligations of the Company. This Security is one Subject to the conditions set forth in the Indenture and without the consent of the Exchange Securities referred to in the Indenture. The Securities include the Initial SecuritiesHolders, the Company may issue Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the IndentureNotes. The Initial Securities and Exchange Securities are All Notes will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Additional Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, 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, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors haveProyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V., ▇▇▇▇▇ Beta del Centro, S.A. de C.V., ▇▇▇▇▇ Beta del Norte, S.A. de C.V., ▇▇▇▇▇ Beta del Noroeste, S.A. de C.V. Edificaciones Beta, S.A. de C.V., Edificaciones Beta del Noroeste, S.A. de C.V., and Edificaciones Beta del Norte, S.A. de C.V. have unconditionally guaranteed (and each future Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 24, 2003 2001 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. (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 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 Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $450,000,000 principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional 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, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 25, 2003 2017 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. §§ 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 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 Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Exchange Initial Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Additional Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange any Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the 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, create or incur Liens and or make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal and interest, if any, of or interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 25, 2003 1996 (the "Indenture"), between the Company and the Trustee. The terms of the 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. ▇▇.▇▇. Sections 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 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 Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Initial Securities referred to in the 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 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, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 185, 2003 2019 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the 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. ▇▇.▇▇. 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 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 Securities are senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include On and after the Initial SecuritiesIssue Date, 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 under the Indenture. The Indenture imposes certain limitations limita-tions 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 is-▇▇▇ or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes im-poses limitations on the ability of the Company and each 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 Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.