Common use of Indenture Clause in Contracts

Indenture. The Company issued the Securities under an Indenture dated as of April 30, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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 "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 10-3/8% Senior Notes due 2005, Series B (herein called the "Unrestricted Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Securities under an Indenture dated as of April 30, 1998 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture")) dated as of June 16, 1997, by and between the Company and First Union National Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, any Guarantors and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Unrestricted Securities (including the Exchange Securities), issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. 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. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein 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 such terms, and Securityholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Securities and Indenture shall alter or impair the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock obligation of the Company or any Guarantor, which is absolute and its Restricted Subsidiariesunconditional, to pay the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of April 30June 26, 1998 (as it such may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), between among the Company Company, the corporations acting as guarantors and named therein (the "Guarantors") and the U.S. Trust Company of Texas, N.A., as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 100,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.08 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, ; the payment of dividends on, and other distributions on the redemption of, Capital Stock of the Company and its Restricted Subsidiaries, Subsidiaries and the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments Indebtedness of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability Subsidiaries; Investments; sales of the Company assets and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.Capital Stock; certain

Indenture. The Company issued the Securities under an Indenture dated as of April 30February 13, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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-77bbbbss.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 110.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, Indebtedness respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps Sale/Leaseback transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30June 21, 1998 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 250,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated Sections 2.07 and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.08 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Private Exchange Securities or Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities, the Private Exchange Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyCompany, the payment of dividends and other distributions on the Capital Stock of Restricted Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries, ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the purchase Company; the sale or redemption issuance of Capital Preferred Stock of the Company and Capital Stock of such Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, certain purchases and consolidations, mergers and transfers of all or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments substantially all of the Company and its Restricted Subsidiaries and, transactions with AffiliatesCompany's assets. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, and premium (if any, ) and 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 Note Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such Company's obligations under the Indenture on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30March 8, 1998 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 200.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Original Securities (also referred to as Initial Securities Securities) referred to in the Indenture. The Securities include the Initial Securities and any Securities, Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps Sale and Lease-Back Transactions by the Company or its Restricted Subsidiaries, the consolidation, mergers and sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company Company, and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. 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 April 30, 1998 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture") dated as of [_____________], by and among the Company, each of the Security Guarantors named in the Indenture (the "Security Guarantors") and [___________], 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 Company, the Trustee, the Security Guarantors 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. ------ ss.s▇. ▇▇aaa-77bbbb) (S)(S) 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein 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 such terms, and Securityholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Securities and Indenture shall alter or impair the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock obligation of the Company or any Security Guarantor, which is absolute and its Restricted Subsidiariesunconditional, to pay the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of April 30March 8, 1998 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 200.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities, Private Exchange Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps Sale and Lease-Back Transactions by the Company or its Restricted Subsidiaries, the consolidation, mergers and sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company Company, and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. Affiliates To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30February 13, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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-77bbbbss.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 110.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps Sale/Leaseback transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30June 21, 1998 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 250,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated Sections 2.07 and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.08 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Private Exchange Securities or Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities, the Private Exchange Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyCompany, the payment of dividends and other distributions on the Capital Stock of Restricted Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries, ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the purchase Company; the sale or redemption issuance of Capital Preferred Stock of the Company and Capital Stock of such Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, certain purchases and consolidations, mergers and transfers of all or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments substantially all of the Company and its Restricted Subsidiaries and, transactions with AffiliatesCompany's assets. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, premium, and premium (if any, ) and interest on 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 Note Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such Company's obligations under the Indenture on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of April 3023, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), between the Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized Issue of Securities of the Company designated as its 9 3/8% Senior Subordinated Notes due 2005 (the "INITIAL SECURITIES"), limited in aggregate principal amount to $110,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined in the Indenture). All Securities issued under the Indenture are treated as a single class of securities under the Indenture. The terms of the 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) Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Securityholders holders of securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $150.0 million aggregate principal amount (subject to Section ------- 2.9 all Senior Indebtedness of the Indenture). The aggregate principal amount of notes which may be --- authenticated Company to the extent and delivered under in the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to manner provided in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as Each Holder of 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 Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 maturitySecurity, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, Trustee as attorney-in-fact for such obligations on a senior subordinated basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December 11, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 200,000,000 aggregate principal amount (subject to Section ------- 2.9 2.07 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if anywill not, and interest on the Securities and will not permit any of its Subsidiaries to, create, incur or otherwise cause or suffer to exist or become effective any Liens of any kind upon any Principal Property or any shares of stock or indebtedness of any Subsidiary that owns or leases any Principal Property (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) unless all other amounts payable by the Company payments due under the Indenture and the Securities when are secured on an equal and ratable basis with the obligations so secured until such time as such obligation is no longer secured by a Lien, except for Permitted Liens. Neither the same shall Company nor any Subsidiary will enter into any Sale and Leaseback Transaction with respect to any Principal Property unless either (a) the Company or such Subsidiary would be due and payableentitled, whether at maturity, by acceleration or otherwise, according pursuant to the terms provisions of the Securities and the Indenture, to incur Indebtedness secured by a Lien on the Subsidiary Guarantors have unconditionally guaranteed property to be leased without equally and ratably securing the Securities or (and future Subsidiary Guarantorsb) the Company, together with within 180 days after the Subsidiary Guarantorseffective date of such transaction, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant applies to the terms voluntary retirement of its funded debt an amount equal to the value of such transaction, defined as the greater of the Indenturenet 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 Transaction, the Company and its Subsidiaries may issue, assume, or guarantee Indebtedness 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 the principal amount of all such Indebtedness and the aggregate value of all such Sale and Leaseback Transactions does not at any time exceed 15% of the Consolidated Net Tangible Assets of the Company.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December 19, 1998 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The initially issued in aggregate principal amount of notes which may be --- authenticated and delivered $100,000,000, but subject to additional issuances under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities Series D Notes referred to in the Indenture. The Securities include the Initial Securities Series C Notes and any Exchange Securities Series D Notes issued in exchange for the Initial Securities Series C Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities Series C Notes and the Exchange Securities Series D Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 10-3/8% Senior Notes due 2005, Series A (herein called the "Initial Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Securities under an Indenture dated as of April 30, 1998 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture")) dated as of June 16, 1997, by and between the Company and First Union National Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, any Guarantors and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Unrestricted Securities (including the Exchange Securities referred to below), issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. 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. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein 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 such terms, and Securityholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Securities and Indenture shall alter or impair the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock obligation of the Company or any Guarantor, which is absolute and its Restricted Subsidiariesunconditional, to pay the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture indenture, dated as of April 30[_________], 1998 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between the Company and The Bank of New York, not in its individual capacity but solely as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. 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) (S)(S) 77aaa-77bbbb"TIA") as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to to, and qualified by, all such terms, certain of which are summarized herein, and Securityholders Holders are referred to the Indenture and the Act TIA for a more complete statement of those such terms. The Securities are unsecured general unsecured senior subordinated obligations of the Company initially limited to $150.0 million [_________] in aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate amount, except for such additional principal amount of notes which may be --- Securities authenticated and delivered under the IndentureIndenture upon registration of transfer of, including the Securitiesor in lieu of other Securities pursuant to Sections 304, is limited to $250.0 million (subject to Section 2.9 305, 306, 906, 1108 and 1301 of the Indenture). This ----------- Security is one , PROVIDED that additional Securities of the Initial any series of Securities referred to in the Indenture. The Securities include the Initial Securities authenticated and any Exchange Securities issued in exchange for the Initial Securities pursuant to delivered under the Indenture may be authenticated and delivered thereunder at any time, having the Registration Rights Agreement. The Initial Securities and the Exchange Securities are same terms as, treated as a single class (for all purposes under this Indenture) with, such previously authenticated and delivered Securities, PROVIDED further that such additional Securities shall be authenticated and delivered to the Trust in exchange for the issuance by the Trust of securities under the Indentureadditional Preferred Securities to holders of Existing Preferred Securities in exchange for Existing Preferred Securities tendered in an exchange offer. The Indenture imposes certain limitations on: the Incurrence Securities are subordinated in right of Indebtedness by the Company payment to all existing and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any future Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company Company. No reference herein to the Indenture and its Restricted Subsidiaries, the purchase no provision of this Security or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases Indenture shall alter or redemptions of Subordinated Indebtedness, impair the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments obligation of the Company Company, which is absolute and its Restricted Subsidiaries andunconditional, transactions with Affiliates. In addition, to pay the Indenture limits the ability principal of the Company and its Restricted Subsidiaries to restrict distributions interest and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumAdditional Redemption Distributions, if any, on, this Security when due at the times, place and interest on rate, and in the Securities and all other amounts payable by the Company under the Indenture and the Securities when and coin or currency, herein prescribed or to convert this Security as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and provided in the Indenture, . Capitalized terms used herein without definition shall have the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant meanings given to the terms of them in the Indenture.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. 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 April 30, 1998 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture") dated as of [_____________], by and among the Company, each of the Security Guarantors named in the Indenture (the "Security Guarantors") and [___________], 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 Company, the Trustee, the Security Guarantors 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. ------ (S)(S) Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein 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 such terms, and Securityholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Securities and Indenture shall alter or impair the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock obligation of the Company or any Security Guarantor, which is absolute and its Restricted Subsidiariesunconditional, to pay the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture indenture, dated as of April 30[__________], 1998 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between the Company and The Bank of New York, not in its individual capacity but solely as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. 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) (S)(S) 77aaa-77bbbb"TIA") as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to to, and qualified by, all such terms, certain of which are summarized herein, and Securityholders Holders are referred to the Indenture and the Act TIA for a more complete statement of those such terms. The Securities are unsecured general unsecured senior subordinated obligations of the Company initially limited to $150.0 million [_________] in aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate amount, except for such additional principal amount of notes which may be --- Securities authenticated and delivered under the IndentureIndenture upon registration of transfer of, including the Securitiesor in lieu of other Securities pursuant to Sections 304, is limited to $250.0 million (subject to Section 2.9 305, 306, 906, 1108 and 1301 of the Indenture). This ----------- Security is one , PROVIDED that additional Securities of the Initial any series of Securities referred to in the Indenture. The Securities include the Initial Securities authenticated and any Exchange Securities issued in exchange for the Initial Securities pursuant to delivered under the Indenture may be authenticated and delivered thereunder at any time, having the Registration Rights Agreement. The Initial Securities and the Exchange Securities are same terms as, treated as a single class (for all purposes under this Indenture) with, such previously authenticated and delivered Securities, PROVIDED further that such additional Securities shall be authenticated and delivered to the Trust in exchange for the issuance by the Trust of securities under the Indentureadditional Preferred Securities to holders of Existing Preferred Securities in exchange for Existing Preferred Securities tendered in an exchange offer. The Indenture imposes certain limitations on: the Incurrence Securities are subordinated in right of Indebtedness by the Company payment to all existing and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any future Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company Company. No reference herein to the Indenture and its Restricted Subsidiaries, the purchase no provision of this Security or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases Indenture shall alter or redemptions of Subordinated Indebtedness, impair the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments obligation of the Company Company, which is absolute and its Restricted Subsidiaries andunconditional, transactions with Affiliates. In addition, to pay the Indenture limits the ability principal of the Company and its Restricted Subsidiaries to restrict distributions interest and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumAdditional Redemption Distributions, if any, on, this Security when due at the times, place and interest on rate, and in the Securities and all other amounts payable by the Company under the Indenture and the Securities when and coin or currency, herein prescribed or to convert this Security as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and provided in the Indenture, . Capitalized terms used herein without definition shall have the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant meanings given to the terms of them in the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30November 19, 1998 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to an aggregate deemed issue price of $150.0 million 70,750,706 (which represents 101% of Accreted Value of the Old Senior Subordinated Notes exchanged in the Exchange Offer) and which will represent an aggregate principal amount as of the Scheduled Maturity Date of the Securities of approximately $129,115,891 (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.7 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyCompany, the payment of dividends and other distributions on and acquisitions or retirements of the Company's Capital Stock of and Subordinated Obligations, the incurrence by the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock Subsidiary Stock, investments by the Company, consolidations, mergers and transfers of Restricted Subsidiaries, the issuance all or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments substantially all of the Company Company's assets and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30June 26, 1998 (as it such may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), between among the Company Company, the corporations acting as guarantors and named therein (the "Guarantors") and the U.S. Trust Company of Texas, N.A., as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 100,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.08 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, ; the payment of dividends on, and other distributions on the redemption of, Capital Stock of the Company and its Restricted Subsidiaries, Subsidiaries and the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments Indebtedness of the Company and its Restricted Subsidiaries and, Subsidiaries; Investments; sales of assets and Subsidiary Capital Stock; certain transactions with Affiliates. In addition, Affiliates of the Indenture limits Company and the ability right of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment engage in unrelated lines of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenturebusiness.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of April 30November 10, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), by and between the Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 11% Senior Subordinated Notes due 2007, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $125,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under 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. ------ ss.s▇. ▇▇aaa-77bbbb) (S)(S) 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Securityholders holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $150.0 million aggregate principal amount (subject to Section ------- 2.9 all Senior Indebtedness of the Indenture). The aggregate principal amount of notes which may be --- authenticated Company to the extent and delivered under in the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to manner provided in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as Each Holder of 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 Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 maturitySecurity, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, Trustee as attorney-in-fact for such obligations on a senior subordinated basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of April 30, 1998 1999 (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 and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 5/8% Senior Subordinated Notes due 2009, Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $100,000,000, which may be issued under the Indenture. The Securities include the 10 5/8% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under 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. ------ (S)(S) 'SS''SS' 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Securityholders holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $150.0 million aggregate principal amount (subject to Section ------- 2.9 all Senior Indebtedness of the Indenture). The aggregate principal amount of notes which may be --- authenticated Company to the extent and delivered under in the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to manner provided in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as Each Holder of 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 Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 maturitySecurity, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, Trustee as attorney-in-fact for such obligations on a senior subordinated basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company issued the Securities under an Indenture dated as of April 30October 29, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company the Subsidiary Guarantors named therein 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) Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 110,000,000 aggregate principal amount (subject to Section ------- 2.9 2.7 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence existence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyliens, the payment of dividends on, and other distributions on redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiariesrestricted payments, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, sale and leaseback transactions, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30October 4, 1998 2000 (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. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 500.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes ) which may be --- authenticated and delivered issued from time to time under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Original Securities (also referred to as Initial Securities Securities) referred to in the Indenture. The Securities include the Initial Securities and any Securities, Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted SubsidiariesCompany, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company UNIFI COMMUNICATIONS, INC., a Delaware corporation --------- (the "Company"), issued the Securities (as defined below) under an Indenture Indenture, dated as of April 30February 21, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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 Fleet National Bank, a national banking association, as trustee (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (herein called the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes Trustee," which may be --- authenticated and delivered term includes any successor Trustee under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the a duly authorized issue of Initial Securities referred to of the Company designated as its 14% Senior Notes due 2004 (the "Initial Securities"). The Securities are limited (except as otherwise provided in the Indenture) in aggregate principal amount to $175,000,000. The Securities include the Initial Securities and any the Exchange Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The , to which Indenture imposes certain and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations on: of rights, duties, obligations and immunities thereunder of the Incurrence of Indebtedness by the Company and its Restricted SubsidiariesCompany, the Incurrence of Indebtedness by Trustee and the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock Holders of the Company Securities, and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company terms upon which the Securities are, and Capital Stock 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. No reference herein to the Indenture and no provisions of such Restricted Subsidiaries, certain purchases this Security or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, Indenture shall alter or impair the Indenture limits the ability obligation of the Company Company, which is absolute and its Restricted Subsidiaries unconditional, to restrict distributions and dividends from Restricted Subsidiaries. To guarantee pay the due and punctual payment of the principalprincipal of, 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of April 30June 6, 1998 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 include those stated in the Indenture and those made part of the Indenture by reference to the 92 2 Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 300.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.7 of the Indenture). This ----------- Security is one of the Initial Securities Exchange Notes referred to in the Indenture. The Securities include the Initial Securities Notes and any Exchange Securities Notes issued in exchange for the Initial Securities Notes pursuant to the Indenture 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: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30February 21, 1998 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, 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. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 160.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary the Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30August 11, 1998 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the "“Indenture"”), between among the Company Company, 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. ------ (S)(S) §§ 77aaa-77bbbb) (the “Act”), as amended from time to time. Terms defined in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Prior to the Escrow Release Date, the Securities are general unsecured will be senior subordinated secured obligations of the Escrow Issuer, secured only by the Escrow Funds. On and after the Escrow Release Date, the Securities will be general unsecured obligations of California Lyon. The Company limited to $150.0 million aggregate principal amount (shall be entitled, subject to its compliance with Section ------- 2.9 4.03 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject issue Additional Securities pursuant to Section 2.9 2.13 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities issued on the Issue Date, any Additional Securities and any all Exchange Securities or Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits contains covenants that limit the ability of the Company and its Restricted Subsidiaries subsidiaries to incur additional indebtedness or issue certain equity interests; pay dividends or distributions on, or redeem or repurchase capital stock; make certain investments; engage in transactions with affiliates; incur liens; transfer or sell assets; guarantee indebtedness; restrict distributions dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its assets and dividends from Restricted Subsidiariesthe assets of its subsidiaries; and create unrestricted subsidiaries. To guarantee The Indenture also contains covenants that limit the due and punctual payment activities of the principal, premium, if any, and 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 Escrow Issuer prior to the terms of the Securities Escrow Merger. These covenants are subject to important exceptions and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. The Company issued the Securities under an Indenture dated as of April 30October 4, 1998 2000 (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. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 500.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes ) which may be --- authenticated and delivered issued from time to time under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Securities, Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted SubsidiariesCompany, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture indenture, dated as of April 30[_________], 1998 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between the Company and The Bank of New York, not in its individual capacity but solely as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. 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) (S)(S) 77aaa-77bbbb"TIA") as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to to, and qualified by, all such terms, certain of which are summarized herein, and Securityholders Holders are referred to the Indenture and the Act TIA for a more complete statement of those such terms. The Securities are unsecured general unsecured senior subordinated obligations of the Company initially limited to $150.0 million [_________] in aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate amount, except for such additional principal amount of notes which may be --- Securities authenticated and delivered under the IndentureIndenture upon registration of transfer of, including the Securitiesor in lieu of other Securities pursuant to Sections 304, is limited to $250.0 million (subject to Section 2.9 305, 306, 906, 1108 and 1301 of the Indenture). This ----------- Security is one , PROVIDED that additional Securities of the Initial any series of Securities referred to in the Indenture. The Securities include the Initial Securities authenticated and any Exchange Securities issued in exchange for the Initial Securities pursuant to delivered under the Indenture may be authenticated and delivered thereunder at any time, having the Registration Rights Agreement. The Initial Securities and the Exchange Securities are same terms as, treated as a single class (for all purposes under this Indenture) with, such previously authenticated and delivered Securities, PROVIDED further that such additional Securities shall be authenticated and delivered to the Trust in exchange for the issuance by the Trust of securities under the Indentureadditional Preferred Securities to holders of Existing Preferred Securities in exchange for Existing Preferred Securities tendered in an exchange offer. The Indenture imposes certain limitations on: the Incurrence Securities are subordinated in right of Indebtedness by the Company payment to all existing and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any future Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company Company. No reference herein to the Indenture and its Restricted Subsidiaries, the purchase no provision of this Security or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases Indenture shall alter or redemptions of Subordinated Indebtedness, impair the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments obligation of the Company Company, which is absolute and its Restricted Subsidiaries andunconditional, transactions with Affiliates. In addition, to pay the Indenture limits the ability principal of the Company and its Restricted Subsidiaries to restrict distributions interest and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumAdditional Redemption Distributions, if any, on, this Security when due at the times, place and interest on rate, and in the Securities and all other amounts payable by the Company under the Indenture and the Securities when and coin or currency, herein prescribed or to convert this Security 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of provided in the Indenture.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 7 7/8% Senior Notes due 2008, Series A (herein called the "Initial Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $475,000,000, which may be issued the Securities under an Indenture dated as of April 30, 1998 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture")) dated as of June 9, between 1998, by and among the Company and The Bank of New York, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Exchange Securities, issued in exchange for the Initial Securites pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. 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. ------ ss.s▇. ▇▇aaa-77bbbb) (S)(S) 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein 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 such terms, and Securityholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant No reference herein to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class no provisions of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate this Security or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, Indenture shall alter or impair the purchase or redemption of Capital Stock obligation of the Company Company, which is absolute and Capital Stock of such Restricted Subsidiariesunconditional, certain purchases or redemptions of Subordinated Indebtedness, to pay the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of April 30, 1998 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), by and between the Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 5/8% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $100,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under 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. ------ (S)(S) 'SS''SS' 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Securityholders holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $150.0 million aggregate principal amount (subject to Section ------- 2.9 all Senior Indebtedness of the Indenture). The aggregate principal amount of notes which may be --- authenticated Company to the extent and delivered under in the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to manner provided in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as Each Holder of 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 Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 maturitySecurity, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, Trustee as attorney-in-fact for such obligations on a senior subordinated basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December , 1998 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to up to $150.0 100.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- amount, except for Securities authenticated and delivered under the Indentureupon registration of, including the Securitiestransfer of, is limited or in exchange for, or in lieu of other Securities pursuant to $250.0 million (subject to Section 2.9 Sections 2.8, 2.9, 2.10, 2.12, 5.8, 9.5, 11.3 or 12.1 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence , among other things, consolidation, mergers and sale of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock assets of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesCompany. To guarantee the due and punctual payment of the principal, premium, if any, principal and interest (including any Contingent 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 unconditionally guaranteed (and future Subsidiary Guarantorsguarantors, together with the Subsidiary Guarantors, will unconditionally guaranteeGuarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of April 30May 12, 1998 2003 (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 Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 6 1/2% Senior Subordinated Notes due 2013, Series A (the "Initial Securities"), which may be issued under the Indenture. Subject to compliance with Section 4.04 of the Indenture, the Company shall be entitled to issue Additional Securities pursuant to Section 2.17 of the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined in the Indenture). All Securities issued under the Indenture are treated as a single class of securities under the Indenture. The terms of the 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) Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act TIA for a statement of those termsthem. The Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $150.0 million aggregate principal amount (subject to Section ------- 2.9 all existing and future Senior Indebtedness of the Indenture). The aggregate principal amount of notes which may be --- authenticated Company to the extent and delivered under in the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to manner provided in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as Each Holder of 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 Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 maturitySecurity, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, Trustee as attorney-in-fact for such obligations on a senior subordinated basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company UNIFI COMMUNICATIONS, INC., a Delaware corporation --------- (the "Company"), issued the Securities (as defined below) under an Indenture Indenture, dated as of April 30February 21, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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 Fleet National Bank, a national banking association, as trustee (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (herein called the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes Trustee," which may be --- authenticated and delivered term includes any successor Trustee under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of a duly authorized issue of Exchange Securities of the Initial Company designated as its Series B 14% Senior Notes due 2004 (the "Exchange Securities"). The Securities referred to are limited (except as otherwise provided in the Indenture) in aggregate principal amount to $175,000,000. The Securities include the 14% Senior Notes due 2004 (the "Initial Securities Securities") and any the Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The , to which Indenture imposes certain and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations on: of rights, duties, obligations and immunities thereunder of the Incurrence of Indebtedness by the Company and its Restricted SubsidiariesCompany, the Incurrence of Indebtedness by Trustee and the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock Holders of the Company Securities, and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company terms upon which the Securities are, and Capital Stock 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. No reference herein to the Indenture and no provisions of such Restricted Subsidiaries, certain purchases this Security or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, Indenture shall alter or impair the Indenture limits the ability obligation of the Company Company, which is absolute and its Restricted Subsidiaries unconditional, to restrict distributions and dividends from Restricted Subsidiaries. To guarantee pay the due and punctual payment of the principalprincipal of, 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of April 30May 6, 1998 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The initially issued in aggregate principal amount of notes which may be --- authenticated and delivered $300,000,000, but subject to additional issuances from time to time under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities Series A Notes and any Exchange Securities Series B Notes issued in exchange for the Initial Securities Series A Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities Series A Notes and the Exchange Series B Notes and any Additional Securities subsequently issued under the Indenture are treated as a single class of securities for all purposes under the IndentureIndenture including, without limitation, waivers, amendments, redemptions and offers to purchase. The Indenture imposes certain limitations on: on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30[Issue Date], 1998 200[•] (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"“TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general unsecured secured senior subordinated obligations of the Company limited to (i) $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The 85,800,000 aggregate principal amount of notes which may be --- Series A Notes and (ii) $85,800,000 aggregate principal amount of Series B Notes, except for Securities authenticated and delivered under the Indentureupon registration of, including the Securitiestransfer of, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued or in exchange for the Initial for, or in lieu of other Securities pursuant to the Indenture Section 2.7, 2.8, 2.9, 2.11, 5.7, 9.5, 11.2(c) or 12.1 and except for issuances of PIK Securities in connection with PIK Payments. The Series A Notes and the Registration Rights Agreement. The Initial Series B Notes, including PIK Securities and the Exchange Securities are issued thereunder, will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence , among other things, consolidation, mergers and sale of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock assets of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesCompany. To guarantee the due and punctual payment of the principal, premium, if any, interest and interest Additional Interest Payments 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 acceleration, redemption, repurchase or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantorsguarantors, together with the Subsidiary Guarantors, will unconditionally guaranteeGuarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. This Security is one of the duly authorized issue of securities of the Company designated as its 5.50% Senior Notes due 2014 (the "Securities") limited (except as otherwise provided in the Indenture referred to below) in the aggregate principal amount of $200.0 million. The Company issued the Securities under an Indenture dated as of April 30February 17, 1998 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Trust Indenture Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture)Company. This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.15 of the Indenture and any the Exchange Securities issued in exchange for the Initial Securities or Additional Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities, any Additional Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions create Liens, sell Voting Stock of Significant Subsidiaries and dividends from Restricted Subsidiaries. To guarantee the due enter into mergers and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureconsolidations.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December 9, 1998 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Sec.Sec. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Trust Indenture Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture)Company. The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.15 of the Indenture and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities, any Additional Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Significant Subsidiaries to restrict distributions create Liens, sell Voting Stock of Significant Subsidiaries and dividends from Restricted Subsidiaries. To guarantee the due enter into mergers and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureconsolidations.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December 16, 1998 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), between the Company Company, BAC 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-77bbbbSections 77aaa77bbbb) as in effect on the date of the Indenture IndeNTUre (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 350,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.07 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities 6 158 and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on on, and acquisitions or retirements of, the Capital Stock and Subordinated Obligations of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of incurrence by the Company and Capital Stock of such its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock stock of Restricted Subsidiaries of the Company, investments by the Company and its Restricted Subsidiaries, the issuance or sale lines of Capital Stock of Restricted Subsidiaries, the business activities and investments of in which the Company and its Restricted Subsidiaries andmay operate, consolidations, mergers and transfers of all or substantially all of the Company's property and assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of Restricted Subsidiaries. To guarantee The Indenture also imposes certain obligations with respect to the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the IndentureAdditional Amounts.

Indenture. The Company issued the Securities Series A Convertible Debentures under an Indenture dated as of April 30August 10, 1998 between the Company and the Trustee as supplemented by the first Supplemental Indenture dated as of August 10, 1998 between the Company and the Trustee (said Indenture, as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the "Indenture"), between . This Series A Convertible D▇▇▇▇- ture is one of an issue of Securities of the Company and issued under the TrusteeIndenture. The terms of the Securities Series A Convertible Debentures 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) U.S. Code s▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indentureamended from time to time. The Securities Series A Convertible Debentures are subject to all such terms, and Securityholders Series A Convertible Debentureholders are referred to the Indenture and the such Act for a statement of those termsthem. The Securities are general unsecured senior subordinated obligations of Capitalized terms used herein and not otherwise defined have the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to meanings set forth in the Indenture. The Securities include Series A Convertible Debentures are general unsecured obligations of the Initial Securities Company subordinated in right of payment to all Senior and Subordinated Debt of the Company, limited in aggregate principal amount to $150,000,000; provided, however, that in the event the Company sells any Exchange Securities issued in exchange for the Initial Securities Series A Convertible Debentures pursuant to the Indenture over-allotment option (the "Over-Allotment Option") granted pursuant to the Underwriting Agreement dated August 4, 1998 between the Company, S▇▇▇▇ ▇▇▇▇▇▇ Inc., J.▇. ▇▇▇▇▇▇ Securities Inc., D▇▇▇▇▇▇▇▇, Lufkin & J▇▇▇▇▇▇▇ Securities Corporation, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated, PaineWebber Incorporated and C.▇. ▇▇▇▇▇▇▇▇▇, Towbin, then the Registration Rights AgreementTrustee shall authenticate and deliver Series A Convertible Debentures for original issue in an aggregate principal amount of $150,000,000 plus up to $22,500,000 aggregate principal amount of Series A Convertible Debentures sold pursuant to the Over-Allotment Option. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment incur additional tiers of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior junior subordinated basis pursuant to the terms of the IndentureDebt.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of April 30September 23, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), by and between the Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 8 5/8% Senior Subordinated Notes due 2007, Series A (the "INITIAL SECURITIES"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $150,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under 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. ------ (S)(S) Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Securityholders holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $150.0 million aggregate principal amount (subject to Section ------- 2.9 all Senior Indebtedness of the Indenture). The aggregate principal amount of notes which may be --- authenticated Company to the extent and delivered under in the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to manner provided in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as Each Holder of 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 Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 maturitySecurity, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, Trustee as attorney-in-fact for such obligations on a senior subordinated basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company issued the Securities under an Indenture dated as of April 30November __, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, Friendly's Restaurants Franchise, Inc. 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 "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Note and the Indenture will be governed by the Indenture. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 200,000,000 aggregate principal amount (subject to Section ------- 2.9 2.7 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence existence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyliens, the payment of dividends on, and other distributions on redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, Subsidiaries and the purchase or redemption of Capital Stock certain subordinated obligations of the Company and Capital Stock of such Restricted its Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiariesrestricted payments, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30July 20, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act▇▇▇"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 100.0 million aggregate principal amount (subject to Section ------- SECTION 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 100.0 million (subject to Section SECTION 2.9 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December 16, 1998 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), between the Company Company, Bell ▇▇▇antic Corporation, a Delaware corporation ("BAC"), and the Trustee. The terms of the 4 141 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-77bbbbSections 77aaa77bbbb) as in effect on the date of the Indenture (the "ActACT"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 350,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.07 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on on, and acquisitions or retirements of, the Capital Stock and Subordinated Obligations of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of incurrence by the Company and Capital Stock of such its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock stock of Restricted Subsidiaries of the Company, investments by the Company and its Restricted Subsidiaries, the issuance or sale lines of Capital Stock of Restricted Subsidiaries, the business activities and investments of in which the Company and its Restricted Subsidiaries andmay operate, consolidations, mergers and transfers of all or substantially all of the Company's property and assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of Restricted Subsidiaries. To guarantee The Indenture also imposes certain obligations with respect to the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the IndentureAdditional Amounts.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of April 30, 1998 _______________ (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between 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. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 2 The Securities are general unsecured senior subordinated Secured obligations of the Company Issuers limited to $150.0 million _____________ aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indentureamount. The Indenture imposes contains certain limitations on: covenants which, among other things, limit (a) the Incurrence incurrence of Indebtedness additional debt by the Company Issuers and certain of its Restricted Subsidiariessubsidiaries and the issuance of capital stock by such subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, (b) the payment of dividends on capital stock of certain subsidiaries and other distributions on the Capital Stock purchase, redemption or retirement of the Company and its Restricted Subsidiariescapital stock or subordinated indebtedness, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries(c) certain investments, (d) certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliatesaffiliates, (e) the incurrence of liens, (f) sales of assets, including capital stock of subsidiaries, (g) certain consolidations and mergers, (h) the Issuers' and certain of their subsidiaries, lines of business and the Issuers' ability to operate without certain insurance coverage. The Indenture also will prohibit certain restrictions on distributions from subsidiaries. In addition, the Indenture limits the ability Issuers may be obligated, under certain circumstances, to offer to repurchase Securities at a purchase price equal to 101% of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 principal amount of the Securities plus accrued and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant unpaid interest to the terms date of the Indenturerepurchase.

Indenture. The Company issued the Securities under an Indenture dated as of April 30May 19, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 300.0 million aggregate principal amount (subject to Section ------- 2.9 2.6, Section 2.9, Section 2.11, Section 5.8 and Section 9.5 of the Indenture), of which $200.0 million in aggregate principal amount will be initially issued on the Issue Date. The Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100.0 million aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementSubsequent Series Notes. The Initial Securities, Private Exchange Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps Sale/Leaseback Transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30November 19, 1998 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to an aggregate deemed issue price of $150.0 million 70,750,706 and which will represent an aggregate principal amount as of the Scheduled Maturity Date of the Securities of approximately $129,115,891 (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.7 of the Indenture). This ----------- Security is one on 2e of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyCompany, the payment of dividends and other distributions on and acquisitions or retirements of the Company's Capital Stock of and Subordinated Obligations, the incurrence by the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock Subsidiary Stock, investments by the Company, consolidations, mergers and transfers of Restricted Subsidiaries, the issuance all or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments substantially all of the Company Company's assets and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30July 20, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act▇▇▇"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 100.0 million aggregate principal amount (subject to Section ------- SECTION 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 100.0 million (subject to Section SECTION 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30May 24, 1998 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general senior subordinated, unsecured senior subordinated obligations of the Company limited to $150.0 million 300,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated Sections 2.01 and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.08 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture, [and is one of the Original Securities issued in an aggregate principal amount of $200,000,000. The Securities include the Original Securities up to an aggregate principal amount of $200,000,000, additional Initial Securities issued under the Indenture up to an aggregate principal amount of $100,000,000 and any Exchange Securities issued in exchange for the Initial Securities pursuant Securities.] [and is one of the additional Exchange Securities, which along with any other additional Exchange Securities, may be issued in an aggregate principal amount of up to the Indenture and the Registration Rights Agreement$100,000,000. The Securities include additional Initial Securities, the Original Securities in an aggregate principal amount of $200,000,000 previously issued and any of such Exchange Securities issued in exchange for Initial Securities.] The Original Securities, the additional Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions and dividends from 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, make Asset Sales and enter into lines of business other than the Telecommunications Business. To guarantee The Indenture also imposes limitations on the due and punctual payment ability of the principalCompany to consolidate or merge with or into any other Person or sell, premiumtransfer, if anyassign, and interest on the Securities and lease, convey or otherwise dispose of 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 substantially all of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms Property of the IndentureCompany.

Indenture. The Company issued the Securities under an Indenture Indenture, --------- dated as of April 30June 1, 1998 1999 (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, each of the Guarantors named therein and the Trustee. This Security is one of a duly authorized issue of Securities of the Company designated as its 9 3/4% Senior Subordinated Notes due 2009, Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issued under the Indenture; provided that the principal amount of Initial Securities issued on the Issue Date shall not exceed $125,000,000. The Securities include the 9 3/4% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), the Private Exchange Securities and the Unrestricted Securities. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. Capitalized terms used herein shall have the meanings assigned to them in the Indenture unless otherwise defined herein. 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) (the "TIA"), as in effect on the date of on which the Indenture (is qualified under the "Act")TIA. Capitalized terms used herein and not defined herein have Notwithstanding anything to the meanings ascribed thereto in contrary herein, the Indenture. The Securities are subject to all such terms, and Securityholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million in aggregate principal amount (subject to Section ------- 2.9 $200,000,000. Under Article Eleven of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under Indenture the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- payment on each Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant by the Guarantors. Each Holder, by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.

Indenture. The Company issued the Securities under an Indenture dated as of April 30May 19, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 300.0 million aggregate principal amount (subject to Section ------- 2.9 2.6, Section 2.9, Section 2.11, Section 5.8 and Section 9.5 of the Indenture), of which $200.0 million in aggregate principal amount will be initially issued on the Issue Date. The Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100.0 million aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture)Subsequent Series Notes. This ----------- Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Securities and any Securities, Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps Sale/Leaseback Transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30January 18, 1998 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) ss.ss. 77aaa-77bbbb) as in effect on the date of da▇▇ ▇▇ the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general senior unsecured senior subordinated obligations of the Company limited to an aggregate principal amount (on a U.S. Dollar Equivalent basis) at any one time outstanding of (x) $150.0 850.0 million aggregate principal amount less (subject to Section ------- 2.9 of y) the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under Dollar Notes issued by the Indenture, including the Securities, is limited to $250.0 million Company (subject to Section 2.9 Sections 2.01 and 2.08 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the IndentureIndenture issued in exchange for Initial Securities. The Securities include the Exchange Securities, the Original Securities in the aggregate principal amount of 125.0 million euro dollars and additional Initial Securities and any Exchange Securities in an aggregate principal amount (on a U.S. Dollar Equivalent basis) of up to (x) $350.0 million less (y) the aggregate principal amount of Dollar Notes issued in exchange for by the Initial Securities pursuant to the Indenture and the Registration Rights AgreementCompany that are not Issue Date Dollar Notes. The Initial Exchange Securities, the Original Securities and the Exchange such additional Initial 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 Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distribu- tions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions and dividends from 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. To guarantee The Indenture also imposes limitations on the due and punctual payment ability of the principalCompany to consolidate or merge with or into any other Person or sell, premiumtransfer, if anyassign, and interest on the Securities and lease, convey or otherwise dispose of 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 substantially all of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms Property of the IndentureCompany.

Indenture. The Company issued the Securities under an Indenture dated as of April 30May 14, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 125.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Exchange and Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 3015, 1998 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 90.0 million aggregate principal amount (subject up to Section ------- 2.9 of the Indenture). The $100.0 million aggregate principal amount of notes which may be --- if the Initial Purchasers' option to purchase additional Securities is exercised in full), except for Securities authenticated and delivered under the Indentureupon registration of, including the Securitiestransfer of, is limited to $250.0 million (subject or in exchange for, or in lieu of other Securities pursuant to Section 2.9 2.8, 2.9, 2.10, 2.11, 2.13, 9.5, 5.8, 11.3 or 12.1 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence , among other things, consolidation, mergers and sale of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock assets of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesCompany. To guarantee the due and punctual payment of the principal, premiumprincipal and interest (including any Contingent Interest) and any Additional Amounts, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantorsguarantors, together with the Subsidiary Guarantors, will unconditionally guaranteeGuarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30November 12, 1998 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 200.0 million aggregate principal amount (subject to Section ------- SECTION 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Initial Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted SubsidiariesCompany, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company UNIFI Communications, Inc., a Delaware corporation --------- (the "Company"), issued the Securities (as defined below) under an Indenture Indenture, dated as of April 30February 21, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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 Fleet National Bank, a national banking association, as trustee (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (herein called the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes Trustee," which may be --- authenticated and delivered term includes any successor Trustee under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the a duly authorized issue of Initial Securities referred to of the Company designated as its 14% Senior Notes due 2004 (the "Initial Securities"). The Securities are limited (except as otherwise provided in the Indenture) in aggregate principal amount to $175,000,000. The Securities include the Initial Securities and any the Exchange Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The , to which Indenture imposes certain and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations on: of rights, duties, obligations and immunities thereunder of the Incurrence of Indebtedness by the Company and its Restricted SubsidiariesCompany, the Incurrence of Indebtedness by Trustee and the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock Holders of the Company Securities, and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company terms upon which the Securities are, and Capital Stock 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. No reference herein to the Indenture and no provisions of such Restricted Subsidiaries, certain purchases this Security or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, Indenture shall alter or impair the Indenture limits the ability obligation of the Company Company, which is absolute and its Restricted Subsidiaries unconditional, to restrict distributions and dividends from Restricted Subsidiaries. To guarantee pay the due and punctual payment of the principalprincipal of, 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of April 30July 25, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 150,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.07 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on on, and acquisitions or retirements of, the Capital Stock and Subordinated Obligations of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of incurrence by the Company and Capital Stock of such its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock stock of Restricted Subsidiaries of the Company, investments by the Company and its Restricted Subsidiaries, the issuance or sale lines of Capital Stock of Restricted Subsidiaries, the business activities and investments of in which the Company and its Restricted Subsidiaries andmay operate, consolidations, mergers and transfers of all or substantially all of the Company's property and assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of Restricted Subsidiaries. To guarantee The Indenture also imposes certain obligations with respect to the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the IndentureAdditional Amounts.

Indenture. The Company issued the Securities Junior Subordinated Notes under an Indenture dated as of April September 30, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Junior Indenture"), between among the Company Company, the Initial Guarantors and the Trustee. The terms of the Securities Junior Subordinated Notes include those stated in the Junior Indenture and those made part of the Junior 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 Junior Indenture (the "Act"). Capitalized terms used herein Terms defined in the Junior Indenture and not defined herein have the meanings ascribed thereto in the Junior Indenture. The Securities Junior Subordinated Notes are subject to all such terms, and Securityholders securityholders are referred to the Junior Indenture and the Act for a statement of those terms. The Securities Junior Subordinated Notes are general unsecured senior Junior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture)Company. The aggregate principal amount of notes which Junior Subordinated Notes at any time outstanding may be --- authenticated and delivered under not exceed the Indenture, including sum of (i) $40,000,000 plus (ii) the Securities, is limited aggregate principal amount of Additional Junior Subordinated Notes issued by the Company pursuant to $250.0 million (subject to Section 2.9 the terms of the IndentureJunior Indenture in respect of interest accrued on outstanding Junior Subordinated Notes (including outstanding Additional Junior Subordinated Notes). This ----------- Security security is one of the Initial Securities Junior Subordinated Notes referred to in the Junior Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Junior Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, subsidiaries; the payment of dividends and other distributions on payments by the Capital Stock Company and its subsidiaries; Investments; sales of assets of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, subsidiaries; certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates; Liens; and consolidations, mergers and transfers of all or substantially all of the Company's or its subsidiaries' assets. In addition, the Junior Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenturesubsidiaries.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December 9, 1998 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Sec.Sec. 77aaa-77bbbb) as in effect on the date of the Indenture (the ------ "Trust Indenture Act"). Capitalized terms used herein and not defined herein ------------------- have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture)Company. The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.15 of the Indenture and any the Exchange Securities issued in exchange for the Initial Securities or Additional Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities, any Additional Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Significant Subsidiaries to restrict distributions create Liens, sell Voting Stock of Significant Subsidiaries and dividends from Restricted Subsidiaries. To guarantee the due enter into mergers and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureconsolidations.

Indenture. The Company issued the Securities under an Indenture dated as of April 30November 25, 1998 1996 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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 "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 175,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.07 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyCompany, the payment of dividends and other distributions on and acquisitions or retirements of the Company's Capital Stock of and Subordinated Obligations, the incurrence by the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary Stock, investments by the Company, the issuance lines of business in which the Company may operate, consolidations, mergers and transfers of all or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments substantially all of the Company Company's assets and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture indenture dated as of April 30June 26, 1998 2012, by and between the Company and the Trustee, as supplemented by the fourth supplemental indenture dated as of January 29, 2021 (as it may be amended or supplemented from time to time in accordance the “Fourth Supplemental Indenture,” and, collectively with the terms thereofaforementioned indenture, the "“Indenture"”), by and 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 "“Act"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are This Security is one of a duly authorized issue of general unsecured senior subordinated obligations of the Company limited all issued or to $150.0 million be issued under the Indenture. Debt Securities issued under the Indenture may be issued in one or more series, which different series may be issued in various aggregate principal amount amounts, may mature at different times, may bear interest at different rates, may have different conversion prices (if any), may be subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which different redemption provisions, may be --- authenticated subject to different sinking, purchase or analogous funds, may be subject to different covenants, Events of Default and delivered subordination provisions and may otherwise vary as the Indenture provides. This Security is one of a series designated as 1.125% Senior Notes due 2026 (the “Securities”) issued under the Indenture, including initially limited to $750,000,000 aggregate principal amount. The Company may, without the consent of the Holders of the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to increase such aggregate principal amount in the Indenturefuture, on the same terms and conditions and with the same CUSIP numbers as the Securities. The Company shall not issue any such additional Securities include unless the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange additional Securities are treated as a single class of securities under fungible with the IndentureSecurities for United States federal income tax purposes. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions (with significant exceptions) on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions create Liens on assets and dividends from Restricted Subsidiariesengage in sale and leaseback transactions. To guarantee This Indenture also imposes limitations on the due and punctual payment ability of the principalCompany to consolidate, premium, if any, and interest on the Securities and merge or transfer 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 substantially all of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureits assets.

Indenture. The Company issued the Securities under an Indenture dated as of April 30May 6, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 125.0 million aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.7 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyCompany, the payment of dividends and other distributions on and acquisitions or retirements of the Company's Capital Stock of and Subordinated Obligations, the incurrence by the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock Subsidiary Stock, investments by the Company, consolidations, mergers and transfers of Restricted Subsidiaries, the issuance all or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments substantially all of the Company Company's assets and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30September 19, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 150,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 Sections 2.01 and 2.08 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). [This ----------- Security is one of the Initial Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $100,000,000. The Securities include the Original Securities, up to $50,000,000 aggregate principal amount of additional Initial Securities that may be issued under the Indenture and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementSecurities. The Original Securities, such additional Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture.] [This Security is one of up to $50,000,000 aggregate principal amount of additional Initial Securities that may be issued 129 6 under the Indenture. The Securities include such additional Securities, the Original Securities in an aggregate principal amount of $100,000,000 previously issued under the Indenture and any Exchange Securities issued in exchange for Initial Securities. The additional Initial Securities, the Original Securities and the Exchange Securities are treated as a single class of securities under the Indenture.] The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict 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 and dividends from 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 or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal, premium, if any, principal and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations guarantee the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30October 4, 1998 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Section 77aaa-77bbbb) as in effect on the date of 101 the Indenture and, to the extent required by any amendment to the Trust Indenture Act of 1939 after such date, as amended from time to time (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 275,000,000 aggregate principal amount of which $175,000,000 aggregate principal amount will be initially issued on the Closing Date (subject to Section ------- 2.9 2.07 of the Indenture). The Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100,000,000 aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture)Additional Notes. This ----------- Security is one of the Initial Securities Series B 12 3/8% Senior Subordinated Notes due 2010 (the "Exchange Notes") referred to in the Indenture. The Securities include the 12 3/8% Senior Subordinated Notes due 2010 originally issued under the Indenture (the "Initial Securities Notes"), the Additional Notes and any Exchange Securities Notes issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementNotes. The Initial Securities Notes, the Additional Notes and the Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Company and the Restricted Subsidiaries, including the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior additional Indebtedness, respectively, the payment of dividends and or other distributions on the with respect to Capital Stock of the Company and its Restricted SubsidiariesCompany, the purchase or redemption sale of Capital Stock assets of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, and restrictions on the entering into ability of Asset Swaps by the Company any Restricted Subsidiary to pay dividends or make any other distributions in respect of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with AffiliatesStock. In addition, the Indenture limits contains certain covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries the Guarantors to restrict distributions Incur Indebtedness which is senior to or ranks pari passu with the Securities or the Guarantees, as the case may be, create certain Liens, or enter into certain mergers and dividends from Restricted Subsidiariesconsolidations. To guarantee the due and punctual The payment of the principal, premium, if any, principal and 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 is unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated and unsecured basis pursuant to by the terms of the IndentureGuarantors.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of April 30March 22, 1998 2024 (as it may be amended amended, modified or supplemented from time to time in accordance with the terms thereoftime, the "“Indenture")”) among the Issuer, between Level 3 Parent, the Company other Guarantors party thereto, 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. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated unsubordinated secured obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture)Issuer. The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). [This ----------- Security is one of the Initial Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $458,214,000. The Securities include the Initial Original Securities and any Exchange Additional Securities]. [This Security is one of the Additional Securities issued in exchange for the Initial Securities pursuant addition to the Indenture and Original Securities in an aggregate principal amount of $458,214,000 previously issued under the Registration Rights AgreementIndenture. The Initial Original Securities and the 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 Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of Level 3 Parent, the Company Issuer and its Restricted their respective Subsidiaries to, among other things, incur Indebtedness and create and incur Liens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Issuer and their respective Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesconsolidate or merge with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the property of such entities. To guarantee the due and punctual payment of the principal, premium, if any, principal 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, the Subsidiary Guarantors have Level 3 Parent has unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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 "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which ----------- may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the ----------- Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30August 1, 1998 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 400.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- amount, except for Securities authenticated and delivered under the Indentureupon registration of, including the Securitiestransfer of, is limited to $250.0 million (subject or in exchange for, or in lieu of other Securities pursuant to Section 2.9 2.8, 2.9, 2.10, 2.11, 2.13, 5.8, 9.5, 11.3 or 12.1 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence , among other things, consolidation, mergers and sale of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock assets of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesCompany. To guarantee the due and punctual payment of the principal, premium, if any, principal and interest (including any Additional 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 unconditionally guaranteed (and future Subsidiary Guarantorsguarantors, together with the Subsidiary Guarantors, will unconditionally guaranteeGuarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an the Third Supplemental Indenture dated as of April 30June 1, 1998 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Supplemental Indenture"”), between among the Company Company, the Subsidiary Guarantors and the TrusteeTrustee to the Senior Indenture dated as of December 15, 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture” and, as amended and supplemented by the Supplemental Indenture, the “Indenture”). For the sake of clarity, each reference to the Indenture shall mean the Original Indenture as amended by the Supplemental Indenture, and future amendments and supplements, the provisions of which relate to the Securities and not future issuances of debt securities under the Original Indenture other than these Securities. 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 "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The initially issued in aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture200,000,000. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments Investments of the Company and its Restricted Subsidiaries and, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee (i) the due full and punctual payment of the principalprincipal of, and premium, if any, and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption, by required repurchase or otherwise, and all other amounts payable by monetary obligations of the Company under the Indenture and the Securities when and as (ii) the same shall be due full and payable, whether at maturity, by acceleration or otherwise, according to the terms punctual performance within applicable grace periods of all other obligations of the Securities Company under the Indenture and the IndentureSecurities, the each Subsidiary Guarantors have Guarantor has unconditionally and irrevocably guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture. The Subsidiary Guarantees shall be unsecured senior subordinated obligations of each Subsidiary Guarantor, ranking pari passu with all other existing and future senior subordinated indebtedness of such Subsidiary Guarantor.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of April 30March 22, 1998 2024 (as it may be amended amended, modified or supplemented from time to time in accordance with the terms thereoftime, the "“Indenture")”) among the Issuer, between Level 3 Parent, the Company other Guarantors party thereto, 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. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated unsubordinated secured obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture)Issuer. The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). [This ----------- Security is one of the Initial Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $606,230,000. The Securities include the Initial Original Securities and any Exchange Additional Securities]. [This Security is one of the Additional Securities issued in exchange for the Initial Securities pursuant addition to the Indenture and Original Securities in an aggregate principal amount of $606,230,000 previously issued under the Registration Rights AgreementIndenture. The Initial Original Securities and the 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 Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of Level 3 Parent, the Company Issuer and its Restricted their respective Subsidiaries to, among other things, incur Indebtedness and create and incur Liens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Issuer and their respective Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesconsolidate or merge with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the property of such entities. To guarantee the due and punctual payment of the principal, premium, if any, principal 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, the Subsidiary Guarantors have Level 3 Parent has unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations Securities on a senior subordinated an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30August 13, 1998 1997 and First Supplemental Indenture dated June 24, 1999 (as it may be amended or supplemented from time to time in accordance the "First Supplemental Indenture," and together with the terms thereofIndenture dated as of August 13, 1997, the "Indenture"), between the Company and the Trustee. This Security is one of a duly authorized issue of Initial Additional Securities (as defined in the Indenture) of the Company designated as its 10 5/8% Senior Subordinated Notes due 2004. The Securities include the Initial Additional Securities and the Exchange Additional Securities (as defined in the Indenture), issued in exchange for the Initial Additional Securities pursuant to the Additional Securities Registration Rights Agreement. The Initial Additional Securities, the Exchange Additional Securities and the Original Securities (as defined in the Indenture) are treated as a single class of securities under, and constitute Securities under, 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. ------ (S)(S) ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 250,000,000 aggregate principal amount (subject to Section ------- 2.9 2.7 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence existence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyliens, the payment of dividends on, and other distributions on redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiariesrestricted payments, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30October 4, 1998 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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) Section 77aaa-77bbbb) as in effect on the date of the Indenture and, to the extent required by any amendment to the Trust Indenture Act of 1939 after such date, as amended from time to time (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 275,000,000 aggregate principal amount of which $175,000,000 aggregate principal amount will be initially issued on the Closing Date (subject to Section ------- 2.9 2.07 of the Indenture). The Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100,000,000 aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture)Additional Notes. This ----------- Security is one of the Initial Securities Notes referred to in the Indenture. The Securities include the Initial Securities Notes, the Additional Notes and any Exchange Securities notes issued in exchange for the Initial Securities Notes pursuant to the Indenture and the Registration Rights AgreementAgreement (the "Exchange Notes"). The Initial Securities Notes, the Additional Notes and the Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Company and the Restricted Subsidiaries, including the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior additional Indebtedness, respectively, the payment of dividends and or other distributions on the with respect to Capital Stock of the Company and its Restricted SubsidiariesCompany, the purchase or redemption sale of Capital Stock assets of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, and restrictions on the entering into ability of Asset Swaps by the Company any Restricted Subsidiary to pay dividends or make any other distributions in respect of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with AffiliatesStock. In addition, the Indenture limits contains certain covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries the Guarantors to restrict distributions Incur Indebtedness which is senior to or ranks pari passu with the Securities or the Guarantees, as the case may be, create certain Liens, or enter into certain mergers and dividends from Restricted Subsidiariesconsolidations. To guarantee the due and punctual The payment of the principal, premium, if any, principal and 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 is unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated and unsecured basis pursuant to by the terms of the IndentureGuarantors.

Indenture. The Company Issuers issued the Securities under an Amended and Restated Indenture dated as of April 3028, 1998 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture)Issuers. The aggregate principal amount of notes which securities that may be --- authenticated and delivered under the Indenture, including the Securities, Indenture is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indentureunlimited. The Indenture imposes certain limitations on: limitations, among other things, on the Incurrence ability of Indebtedness by the Company Issuers and its the Restricted Subsidiaries, the Incurrence to Incur additional debt; pay dividends on stock; redeem stock or redeem subordinated debt; make investments; create Liens in favor of Indebtedness by the Company other senior subordinated debt and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of subordinated debt; enter into agreements that restrict dividends and other distributions on the Capital Stock of the Company and its from Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering ; sell assets; enter into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and transactions with Affiliates; sell Capital Stock of Restricted Subsidiaries, the issuance ; merge or sale consolidate; enter into different lines of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenturepay consent fees.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of April 30May 12, 1998 2003 (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 Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 6 1/2% Senior Subordinated Notes due 2013, Series B, which may be issued under the Indenture. Subject to compliance with Section 4.04 of the Indenture, the Company shall be entitled to issue Additional Securities pursuant to Section 2.17 of the Indenture. The Securities include the Initial Securities (as defined in the Indenture), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined in the Indenture). All Securities issued under the Indenture are treated as a single class of securities under the Indenture. The terms of the 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) Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act TIA for a statement of those termsthem. The Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $150.0 million aggregate principal amount (subject to Section ------- 2.9 all existing and future Senior Indebtedness of the Indenture). The aggregate principal amount of notes which may be --- authenticated Company to the extent and delivered under in the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to manner provided in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 maturityEach Holder, by acceleration or otherwiseaccepting a Security, according agrees to such subordination, authorizes the terms of Trustee to give effect to such subordination and appoints the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, Trustee as attorney-in-fact for such obligations on a senior subordinated basis pursuant to the terms of the Indenturepurpose.

Indenture. The Company issued the Securities under an Indenture dated as of April 30March 19, 1998 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, the Guarantors and the Trustee. This Security is one of a duly authorized issue of Unrestricted Securities of the Company designated as its 12% Senior Subordinated Notes due 2009 (the "Unrestricted Securities"). The Securities include the 12% Senior Subordinated Notes due 2009 (the "Initial Securities"), the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Rights Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under 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. ------ (S)(S) ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 150,000,000 aggregate principal amount (subject to Section ------- 2.9 2.7 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence existence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyliens, the payment of dividends on, and other distributions on redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiariesrestricted payments, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumpremium and interest, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations Obligations on a senior subordinated SENIOR SUBORDINATED basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30February 10, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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 "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 100 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.7 of the Indenture). This ----------- Security is one of the Initial Securities Exchange Notes referred to in the Indenture. The Securities include the Initial Securities Notes and any Exchange Securities Notes issued in exchange for the Initial Securities Notes pursuant to the Indenture 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: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesObligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principalprincipal of, premium, premium (if any, ) and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture indenture dated as of April 30June 26, 1998 2012, by and between the Company and the Trustee, as supplemented by the fourth supplemental indenture dated as of January 29, 2021 (as it may be amended or supplemented from time to time in accordance the “Fourth Supplemental Indenture,” and, collectively with the terms thereofaforementioned indenture, the "“Indenture"”), by and 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 "“Act"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are This Security is one of a duly authorized issue of general unsecured senior subordinated obligations of the Company limited all issued or to $150.0 million be issued under the Indenture. Debt Securities issued under the Indenture may be issued in one or more series, which different series may be issued in various aggregate principal amount amounts, may mature at different times, may bear interest at different rates, may have different conversion prices (if any), may be subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which different redemption provisions, may be --- authenticated subject to different sinking, purchase or analogous funds, may be subject to different covenants, Events of Default and delivered subordination provisions and may otherwise vary as the Indenture provides. This Security is one of a series designated as 2.150% Senior Notes due 2031 (the “Securities”) issued under the Indenture, including initially limited to $1,000,000,000 aggregate principal amount. The Company may, without the consent of the Holders of the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to increase such aggregate principal amount in the Indenturefuture, on the same terms and conditions and with the same CUSIP numbers as the Securities. The Company shall not issue any such additional Securities include unless the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange additional Securities are treated as a single class of securities under fungible with the IndentureSecurities for United States federal income tax purposes. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions (with significant exceptions) on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions create Liens on assets and dividends from Restricted Subsidiariesengage in sale and leaseback transactions. To guarantee This Indenture also imposes limitations on the due and punctual payment ability of the principalCompany to consolidate, premium, if any, and interest on the Securities and merge or transfer 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 substantially all of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureits assets.

Indenture. The Company issued the Securities Senior Secured Notes under an --------- Indenture dated as of April 30December 17, 1998 1996 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture") among the Company, Continental Plastic Containers, Inc. ("CPC"), between the Company Continental Caribbean Containers, Inc. ("Caribbean") and the Trustee. This Senior Secured Note is one of an issue of Senior Secured Notes of the Company issued, or to be issued, under the Indenture. The terms of the Securities Senior Secured 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) U.S. Code Sections 77aaa-77bbbb) ), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indentureamended from time to time. The Securities Senior Secured Notes are subject to all such terms, and Securityholders Holders are referred to the Indenture and the such Act for a statement of those termsthem. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. This Senior Secured Note is one of a duly authorized issue of Initial Notes of the Company designated as its 10% Senior Secured Notes due 2006, Series A (the "Initial Securities"). The Securities Senior Secured Notes are general unsecured senior subordinated secured obligations of the Company limited to $150.0 million in aggregate principal amount (subject to Section ------- 2.9 of the Indenture)$125,000,000. The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities Senior Secured Notes include the Initial Securities and any the Exchange Securities Securities, as defined below, issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: limits, among other things, the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness ; Sale-Leaseback Transactions by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior IndebtednessSubsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, respectivelyredemptions, the payment of dividends and other distributions on the acquisitions or retirements of Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens ; transactions by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with their respective Affiliates. In addition, the Indenture limits ; and the ability of the Company and or any of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesmerge with or into another entity. To guarantee the due and punctual payment The Indenture also requires each Guarantor to comply with each of the principal, premium, if any, covenants that impose restrictions on such Guarantor. The limitations are subject to a number of important qualifications and interest on the Securities and all other amounts payable by the exceptions. 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 must report to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together Trustee quarterly on compliance with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of limitations contained in the Indenture.

Indenture. The Company issued the Securities under an Indenture indenture dated as of April 30June 26, 1998 2012, by and between the Company and the Trustee, as supplemented by the third supplemental indenture dated as of August 11, 2020 (as it may be amended or supplemented from time to time in accordance the “Third Supplemental Indenture,” and, collectively with the terms thereofaforementioned indenture, the "“Indenture"”), by and 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 "“Act"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are This Security is one of a duly authorized issue of general unsecured senior subordinated obligations of the Company limited all issued or to $150.0 million be issued under the Indenture. Debt Securities issued under the Indenture may be issued in one or more series, which different series may be issued in various aggregate principal amount amounts, may mature at different times, may bear interest at different rates, may have different conversion prices (if any), may be subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which different redemption provisions, may be --- authenticated subject to different sinking, purchase or analogous funds, may be subject to different covenants, Events of Default and delivered subordination provisions and may otherwise vary as the Indenture provides. This Security is one of a series designated as 1.90% Senior Notes due 2030 (the “Securities”) issued under the Indenture, including limited to $1,100,000,000 aggregate principal amount. The Company may, without the consent of the Holders of the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to increase such aggregate principal amount in the Indenturefuture, on the same terms and conditions and with the same CUSIP numbers as the Securities. The Company shall not issue any such additional Securities include unless the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange additional Securities are treated as a single class of securities under fungible with the IndentureSecurities for United States federal income tax purposes. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions (with significant exceptions) on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions create Liens on assets and dividends from Restricted Subsidiariesengage in sale and leaseback transactions. To guarantee This Indenture also imposes limitations on the due and punctual payment ability of the principalCompany to consolidate, premium, if any, and interest on the Securities and merge or transfer 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 substantially all of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureits assets.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 7 7/8% Senior Notes due 2005, Series B (herein called the "Exchange Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $525,000,000, which may be issued the Securities under an Indenture dated as of April 30, 1998 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture")) dated as of June 9, between 1998, by and among the Company and The Bank of New York, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Exchange Securities, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. 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. ------ ss.s▇. ▇▇aaa-77bbbb) (S)(S) 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein 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 such terms, and Securityholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant No reference herein to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class no provisions of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate this Security or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, Indenture shall alter or impair the purchase or redemption of Capital Stock obligation of the Company Company, which is absolute and Capital Stock of such Restricted Subsidiariesunconditional, certain purchases or redemptions of Subordinated Indebtedness, to pay the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalprincipal of, 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of April 30November 23, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between 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. ------ (S)(S) 77aaa-77bbbbSections 77aaa- 77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company Issuers limited to $150.0 million 500,000,000 aggregate principal amount (subject to Section ------- 2.9 2.10 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities Securities, and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company Issuers and its Restricted their respective Subsidiaries to restrict distributions create liens, enter into sale and dividends from Restricted Subsidiariesleaseback transactions and enter into mergers and consolidations. To guarantee the due and punctual payment of the principal, premium, if any, and 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 Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.the

Indenture. The Company issued the Securities under an Indenture dated as of April 30May 1, 1998 1995 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, Finance Corp. and the Trustee. The terms of the Securities include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) SS 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. Capitalized terms used herein and not defined herein have the meaning ascribed thereto in the Indenture. The Issuers will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. The Securities are general unsecured senior subordinated obligations of the Company Issuers limited to $150.0 million 200,000,000 aggregate principal amount (subject to Section ------- 2.9 2.07 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, on (i) the payment of dividends on, and other distributions on the Capital Stock redemption of, capital stock of the Company and its Restricted Subsidiaries, subsidiaries and the purchase or redemption of Capital Stock certain subordinated obligations of the Company and Capital Stock Company, (ii) the issuance of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens additional debt by the Company or its Restricted SubsidiariesCompany, (iii) limitations on restrictions on distributions from subsidiaries of the entering into of Asset Swaps by the Company or its Restricted SubsidiariesCompany, the sale or transfer (iv) sales of assets and Capital Stock subsidiary stock, (v) the issuance of Restricted Subsidiariesdebt and preferred stock by the Company's subsidiaries, (vi) sale and leaseback transactions and (vii) transactions with affiliates. The Indenture also provides that if the Company does not consummate the acquisition of the Addis Assets by June 15, 1995, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries Issuers will be required to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 offer to the terms purchase up to $35.0 million in principal amount of the Securities at 100% of the principal amount thereof plus accrued and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant unpaid interest to the terms date of the Indenturepurchase.

Indenture. The This Security is one of a duly authorized issue of Securities of the Company designated as its 11-1/2% Senior Notes Due 2008, Series B (herein called the "Series B Securities"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $200,000,000, which may be issued the Securities under an Indenture dated as of April 30, 1998 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture")) dated as of July 7, between 1998, among the Company and U.S. Trust Company of Texas, N.A., as trustee (herein called the "Trustee. The terms ," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities include those stated are, and are to be, authenticated and delivered. All capitalized terms used in this Series B Security which are defined 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 "Act"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Securities are subject to all such terms, and Securityholders are referred No reference herein to the Indenture and the Act for a statement no provision of those terms. The Securities are general unsecured senior subordinated obligations this Series B Security or of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 Indenture shall alter or impair the obligation of the Indenture). The aggregate Company, which is absolute and unconditional, to pay the principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principalof, premium, if any, and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed. The Series B Securities and all other amounts payable by were issued pursuant to an exchange offer pursuant to which 11-1/2% Senior Notes Due 2008 of the Company under (herein called the Indenture "Series A Securities"), in like principal amount and the Securities when and having substantially identical terms as the same shall be due and payableSeries B Securities, whether at maturity, by acceleration or otherwise, according to were exchanged for the terms of the Series B Securities. The Series A Securities and the Indenture, Series B Securities are together referred to herein as the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture"Securities."

Indenture. The Company issued the Securities under an Indenture dated as of April 30, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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 "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which ----------- may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the ----------- Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December 16, 1998 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), between the Company Company, BAC 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-77bbbbSections 77aaa77bbbb) as in effect on the date of the Indenture IndeNTUre (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 350,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.07 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities 6 124 and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on on, and acquisitions or retirements of, the Capital Stock and Subordinated Obligations of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of incurrence by the Company and Capital Stock of such its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock stock of Restricted Subsidiaries of the Company, investments by the Company and its Restricted Subsidiaries, the issuance or sale lines of Capital Stock of Restricted Subsidiaries, the business activities and investments of in which the Company and its Restricted Subsidiaries andmay operate, consolidations, mergers and transfers of all or substantially all of the Company's property and assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of Restricted Subsidiaries. To guarantee The Indenture also imposes certain obligations with respect to the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the IndentureAdditional Amounts.

Indenture. The Company issued the Securities under an Indenture dated as of April 30October 29, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, the Subsidiary Guarantors named therein 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) Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 110,000,000 aggregate principal amount (subject to Section ------- 2.9 2.7 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence existence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyliens, the payment of dividends on, and other distributions on redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiariesrestricted payments, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, sale and leaseback transactions, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30March 27, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, certain of the Company's subsidiaries party thereto (collectively, 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. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 125,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.07 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: restrictions on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, ; the payment of dividends on, and other distributions on the redemption of, Capital Stock of the Company and its Restricted Subsidiaries, Subsidiaries and the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments Obligations of the Company and its Restricted Subsidiaries and, Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with AffiliatesAffiliates of the Company; the sale of Capital Stock of the Restricted Subsidiaries; the creation of Secured Indebtedness; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumprincipal and interest, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30June 6, 1998 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 81 2 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 400.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.7 of the Indenture). This ----------- Security is one of the Initial Securities Notes referred to in the Indenture. The Securities include the Initial Securities Notes and any Exchange Securities Notes issued in exchange for the Initial Securities Notes pursuant to the Indenture 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: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of April 30March 10, 1998 2023 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), between among the Company Company, Warner Bros. Discovery, Inc., a Delaware corporation (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. 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) Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein 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 such terms, and Securityholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. To the extent the terms of the Indenture and this Security are inconsistent, the terms of the Indenture shall govern. The Securities are general unsecured senior subordinated obligations of Company, the Company Parent Guarantor, Discovery Communications, LLC, a Delaware limited to $150.0 million aggregate principal amount liability company (subject to Section ------- 2.9 of “DCL”), Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps” and, together with DCL, the “Subsidiary Guarantors” and, the Subsidiary Guarantors together with the Parent Guarantor, the “Guarantors”, which term includes any successor thereto under the Indenture). The aggregate principal amount of notes which may be --- authenticated , the Trustee and delivered under the Elavon Financial Services DAC, UK Branch, as Paying Agent, entered into a Second Supplemental Indenture, including the Securitiesdated as of May 17, is limited to $250.0 million (subject to Section 2.9 2024, setting forth certain terms of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to Section 2.04 of the Indenture and (the Registration Rights Agreement“Supplemental Indenture”). The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Supplemental Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock incurrence of the Company liens and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company certain sale and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets leaseback transactions and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the Company’s ability of the Company to consolidate, merge, convey, transfer or lease its properties and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesassets substantially as an entirety. To guarantee the due and punctual payment of the principal, premium, if any, and 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 extent the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together Supplemental Indenture are inconsistent with the Subsidiary GuarantorsIndenture or this Security, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the IndentureSupplemental Indenture shall govern.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December , 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, certain of the Company's subsidiaries signatory thereto (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. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 130,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 2.07 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, ; the payment of dividends on, and other distributions on the redemption of, Capital Stock of the Company and its Restricted Subsidiaries, ; the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments Obligations of the Company and its Restricted Subsidiaries and, Subsidiaries; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with AffiliatesAffiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and consolidations, mergers and transfers of all or substantially all the Company's or a Restricted Subsidiary's assets. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumprincipal and interest, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company has issued the Securities under an Indenture dated as of April 30February 26, 1998 2026 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated Terms defined 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 "Act"). Capitalized terms used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture)Company. The aggregate principal amount of notes which Securities that may be --- authenticated and delivered under the Indenture, including the Securities, Indenture is limited to $250.0 million (subject to Section 2.9 of the Indenture)unlimited. This ----------- Security is one of the Initial Securities 5.875% Senior Notes due 2034 referred to in the Indenture. The Securities include (i) $500,000,000 aggregate principal amount of the Initial Securities and any Exchange Securities Company’s 5.875% Senior Notes due 2034 issued in exchange for the Initial Securities pursuant to under the Indenture on February 26, 2026 (herein called “Initial Securities”) and (ii) if and when issued, additional 5.875% Senior Notes due 2034 of the Registration Rights AgreementCompany that may be issued from time to time under the Indenture subsequent to February 26, 2026 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture. The Initial Securities and the Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiariesindebtedness, the Incurrence making of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyrestricted payments, the payment sale of dividends assets and other distributions on the Capital Stock of the Company and its Restricted Subsidiariessubsidiary stock, the purchase or redemption incurrence of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiariesliens, the entering into of Asset Swaps by the Company or its Restricted Subsidiariesaffiliate transactions, the sale or transfer entering into of assets agreements that restrict distribution from restricted subsidiaries and Capital Stock the consummation of Restricted Subsidiaries, mergers and consolidations. The Indenture also imposes requirements with respect to the issuance or sale provision of Capital Stock financial information and the provision of Restricted Subsidiaries, the business activities and investments Guarantees of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesSecurities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition 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 maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future Subsidiary Guarantorsguarantors, together with the Subsidiary Guarantors, will unconditionally guaranteeGuarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30May 17, 1998 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 250.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- amount, except for Securities authenticated and delivered under the Indentureupon registration of, including the Securitiestransfer of, is limited to $250.0 million (subject or in exchange for, or in lieu of other Securities pursuant to Section 2.9 2.8, 2.9, 2.10, 2.11, 2.13, 5.8, 9.5, 11.3 or 12.1 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: the Incurrence , among other things, consolidation, mergers and sale of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock assets of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesCompany. To guarantee the due and punctual payment of the principal, premiumprincipal and interest (including any Contingent Interest) and Additional Interest, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantorsguarantors, together with the Subsidiary Guarantors, will unconditionally guaranteeGuarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Inden ture dated as of April 30March 27, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, certain of the Company's subsidiaries party thereto (collectively, 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. ------ (S)(S) 77aaa-77bbbb▇▇.▇▇. 77aaa- 77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 125,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.07 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: restrictions on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, ; the payment of dividends on, and other distributions on the redemption of, Capital Stock of the Company and its Restricted Subsidiaries, Subsidiaries and the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments Obligations of the Company and its Restricted Subsidiaries and, Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with AffiliatesAffiliates of the Company; the sale of Capital Stock of the Restricted Subsidiaries; the creation of Secured Indebtedness; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumprincipal and interest, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company has issued the Securities under an Indenture dated as of April November 30, 1998 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated Terms defined 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 "Act"). Capitalized terms used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Securityholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture)Company. The aggregate principal amount of notes which Securities that may be --- authenticated and delivered under the Indenture, including the Securities, Indenture is limited to $250.0 million (subject to Section 2.9 of the Indenture)unlimited. This ----------- Security is one of the Initial Securities 6.00% Senior Notes due 2029 referred to in the Indenture. The Securities include (i) $500,000,000 aggregate principal amount of the Initial Securities and any Exchange Securities Company’s 6.00% Senior Notes due 2029 issued in exchange for the Initial Securities pursuant to under the Indenture on November 30, 2020 (herein called “Initial Securities”) and (ii) if and when issued, additional 6.00% Senior Notes due 2029 of the Registration Rights AgreementCompany that may be issued from time to time under the Indenture subsequent to November 30, 2020 (herein called “Additional Securities”) as provided in Section 2.1(a) of the Indenture. The Initial Securities and the Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiariesindebtedness, the Incurrence making of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyrestricted payments, the payment sale of dividends assets and other distributions on the Capital Stock of the Company and its Restricted Subsidiariessubsidiary stock, the purchase or redemption incurrence of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiariesliens, the entering into of Asset Swaps by the Company or its Restricted Subsidiariesaffiliate transactions, the sale or transfer entering into of assets agreements that restrict distribution from restricted subsidiaries and Capital Stock the consummation of Restricted Subsidiaries, mergers and consolidations. The Indenture also imposes requirements with respect to the issuance or sale provision of Capital Stock financial information and the provision of Restricted Subsidiaries, the business activities and investments Guarantees of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesSecurities by certain subsidiaries. To guarantee Guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition 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 maturityStated Maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Guaranteed (and future Subsidiary Guarantorsguarantors, together with the Subsidiary Guarantors, will unconditionally guaranteeGuarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30December 1, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of unrestricted Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007, Series D (the "Unrestricted Securities"). The Securities include the Initial Securities and the Exchange Securities. The Initial Securities and the Exchange Securities are treated as a single class of securities under 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. ------ (S)(S) Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 250,000,000 aggregate principal amount (subject to Section ------- 2.9 2.7 of the Indenture). The , provided, however, that no more than $90,000,000 in aggregate principal amount of notes which Exchange Securities may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the up to $90,000,000 in aggregate principal amount of Initial Securities pursuant to the Indenture Securities, and the Registration Rights Agreement. The Initial Securities and the no more than (ii) $160,000,000 in Exchange Securities are treated as a single class shall be reserved and may be authenticated in exchange for up to $160,000,000 of securities under the IndentureSeries A/B Securities. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence existence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyliens, the payment of dividends on, and other distributions on redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiariesrestricted payments, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumpremium and interest, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30November 21, 1998 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to an aggregate deemed issue price of $150.0 million 56,250,000 and which will represent an aggregate principal amount as of the Scheduled Maturity Date of the Securities of approximately $105,374,169 (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.7 of the Indenture). This ----------- Security is one on2e of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyCompany, the payment of dividends and other distributions on and acquisitions or retirements of the Company's Capital Stock of and Subordinated Obligations, the incurrence by the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock Subsidiary Stock, investments by the Company, consolidations, mergers and transfers of Restricted Subsidiaries, the issuance all or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments substantially all of the Company Company's assets and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30, 1998 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, 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. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior subordinated secured obligations of the Company limited to $150.0 million aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may Securities will be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the Incurrence of Indebtedness Debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock capital stock of the Company and Capital Stock of such Restricted SubsidiariesCompany, certain purchases or redemptions of Subordinated IndebtednessDebt, the Incurrence incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock capital stock of Restricted Subsidiaries, the issuance or sale of Capital Stock capital stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture. To secure the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company and the Subsidiary Guarantors under the Indenture and the Securities, the Company and the Subsidiary Guarantors have granted and have agreed to grant second priority Liens on certain of their respective Properties, now owned and hereafter acquired, in accordance with the Collateral Agreements.

Indenture. The Company issued the Securities under an Indenture indenture dated as of April 30June 26, 1998 2012, by and between the Company and the Trustee, as supplemented by the fourth supplemental indenture dated as of January 29, 2021 (as it may be amended or supplemented from time to time in accordance the “Fourth Supplemental Indenture,” and, collectively with the terms thereofaforementioned indenture, the "“Indenture"”), by and 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 "“Act"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are This Security is one of a duly authorized issue of general unsecured senior subordinated obligations of the Company limited all issued or to $150.0 million be issued under the Indenture. Debt Securities issued under the Indenture may be issued in one or more series, which different series may be issued in various aggregate principal amount amounts, may mature at different times, may bear interest at different rates, may have different conversion prices (if any), may be subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which different redemption provisions, may be --- authenticated subject to different sinking, purchase or analogous funds, may be subject to different covenants, Events of Default and delivered subordination provisions and may otherwise vary as the Indenture provides. This Security is one of a series designated as 0.750% Senior Notes due 2024 (the “Securities”) issued under the Indenture, including initially limited to $750,000,000 aggregate principal amount. The Company may, without the consent of the Holders of the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to increase such aggregate principal amount in the Indenturefuture, on the same terms and conditions and with the same CUSIP numbers as the Securities. The Company shall not issue any such additional Securities include unless the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange additional Securities are treated as a single class of securities under fungible with the IndentureSecurities for United States federal income tax purposes. The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions (with significant exceptions) on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions create Liens on assets and dividends from Restricted Subsidiariesengage in sale and leaseback transactions. To guarantee This Indenture also imposes limitations on the due and punctual payment ability of the principalCompany to consolidate, premium, if any, and interest on the Securities and merge or transfer 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 substantially all of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indentureits assets.

Indenture. The Company issued the Securities Senior Secured Notes under an --------- Indenture dated as of April 30December 17, 1998 1996 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture") among the Company, Continental Plastic Containers, Inc. ("CPC"), between the Company Continental Caribbean Containers, Inc. ("Caribbean") and the Trustee. This Senior Secured Note is one of an issue of Senior Secured Notes of the Company issued, or to be issued, under the Indenture. The terms of the Securities Senior Secured 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) U.S. Code Sections 77aaa-77bbbb) ), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indentureamended from time to time. The Securities Senior Secured Notes are subject to all such terms, and Securityholders Holders are referred to the Indenture and the such Act for a statement of those termsthem. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. This Senior Secured Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 10% Senior Secured Notes due 2006, Series B. The Securities Senior Secured Notes are general unsecured senior subordinated secured obligations of the Company limited to $150.0 million in aggregate principal amount (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture125,000,000. The Indenture imposes certain limitations on: limits, among other things, the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness ; Sale-Leaseback Transactions by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior IndebtednessSubsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, respectivelyredemptions, the payment of dividends and other distributions on the acquisitions or retirements of Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens ; transactions by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with their respective Affiliates. In addition, the Indenture limits ; and the ability of the Company and or any of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesmerge with or into another entity. To guarantee the due and punctual payment The Indenture also requires each Guarantor to comply with each of the principal, premium, if any, covenants that impose restrictions on such Guarantor. The limitations are subject to a number of important qualifications and interest on the Securities and all other amounts payable by the exceptions. 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 must report to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together Trustee quarterly on compliance with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of limitations contained in the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30June 15, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Initial Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007 (the "Initial Securities"). The Securities include the Initial Securities, the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below, issued in exchange for the Initial Securities pursuant to the Registration Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under 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. ------ (S)(S) Section. 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 160,000,000 aggregate principal amount (subject to Section ------- 2.9 2.7 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence existence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyliens, the payment of dividends on, and other distributions on redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiariesrestricted payments, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries andSubsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premiumpremium and interest, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of April 30March 24, 1998 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, 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) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $150.0 million 100,000,000 aggregate principal amount at any one time outstanding (subject to Section ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 2.7 of the Indenture). This ----------- Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on: on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectivelyCompany, the payment of dividends and other distributions on and acquisitions or retirements of the Company's Capital Stock of and Subordinated Obligations, the incurrence by the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence Subsidiaries of Liens by on its property and assets which do not equally and ratably secure the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock Subsidiary Stock, investments by the Company, consolidations, mergers and transfers of Restricted Subsidiaries, the issuance all or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments substantially all of the Company Company's assets and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and 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 unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.