Common use of Indenture Clause in Contracts

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed 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 February 18, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior basis subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 4, 2003 2006 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18December 4, 2003 2006 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18[ ], 2003 2014 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior subordinated unsecured secured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a first priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18October 29, 2003 2004 (the "Indenture")) among the Company, between the Company Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Securities Notes are unsecured senior subordinated unsecured obligations of the Company. This Security Note is one of the Initial Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities Notes, any Additional Notes and any Exchange Securities Notes issued in exchange for Initial Securities Notes or Additional Notes pursuant to the Indenture. The Initial Securities Notes, any Additional Notes and any Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 18November 9, 2003 2017 (the "“Indenture"”), between among the Company Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyIssuer. This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureAdd-On Securities. The Initial Original Securities and any Exchange Add-On Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18July 12, 2003 2010 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured second lien obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18August 31, 2003 2020 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include On and after the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to Issue Date, the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18September 6, 2003 2016 (“Indenture”) among the "Indenture")Company, between the Company Subsidiary Guarantors and the Trustee. The Notes are subject to the terms of the Securities Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the terms of the Indenture shall control. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. ▇▇.▇▇. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenturethose terms. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated joint and several basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18August 20, 2003 2020 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyassets. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed 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 February 18July 12, 2003 2010 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured secured second lien obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 29, 2003 2009 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇(ss.▇▇. ) (ss.) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18, 2003 2016 (“Indenture”) among the "Indenture")Company, between the Company Subsidiary Guarantors and the Trustee. The Notes are subject to the terms of the Securities Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the terms of the Indenture shall control. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. ▇▇.▇▇. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenturethose terms. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated joint and several basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18January 21, 2003 2004 (the "Indenture"), between among the Company Issuers and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (Sections) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated general unsecured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Nalco Finance LLC and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Nalco Finance LLC and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Nalco Finance LLC to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18January 21, 2003 2004 (the "Indenture"), between among the Company Issuers and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (Sections) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated general unsecured obligations of the CompanyIssuers. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Nalco Finance LLC and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Nalco Finance LLC and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Nalco Finance LLC to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 185, 2003 2020 (the "“Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the CompanyIssuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include On and after the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to Issue Date, the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities this Security under an Indenture dated as of February 18May 22, 2003 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between among the Company and the Trustee. The terms of the Securities this Security include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the "TIAAct"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are This Security is subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are Holder of this Security is referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured obligations secured obligation of the Company. This Security is one of the Initial Securities [1998] Exchange Notes referred to in the Indenture. The Securities include [1998] Initial Notes and the Initial Securities and any [1998] Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities Notes are treated as a single class series of securities Securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things, to incur additional Indebtedness; create Liens; make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit ; engage in certain transactions with stockholders and Affiliates, create or incur Liens ; engage in Sale and make asset sales. The Indenture also imposes limitations on Leaseback Transactions; dispose of assets; issue Preferred Stock of Subsidiaries; transfer assets to its subsidiaries; enter into agreements that restrict the ability of the Company its Subsidiaries to make dividends and each Guarantor to consolidate or merge with or into any other Person or conveydistributions; engage in mergers, transfer or lease all or consolidations and transfers of substantially all its property. To guarantee the due and punctual payment of the principalCompany's assets; make certain Investments, interest loans, and additional interest, if any, on advances; and create Non- Recourse Subsidiaries. These limitations are subject to a number of important qualifications and exceptions. The Company must report to the Securities and all other amounts payable by Trustee annually its compliance with the Company under limitations contained in the Indenture. No reference herein to the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration no provision of this Security or otherwise, according to the terms of the Securities and Indenture shall alter or impair the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms obligation of the IndentureCompany, which is absolute and unconditional to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

Indenture. The Company issued the Securities under an Indenture dated as of February 1812, 2003 2015 (the "“Indenture"”), between among the Company Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the TrusteeLuxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured and unsubordinated obligations of the CompanyCompany unlimited in principal amount. [This Security is one of the Initial Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include the Initial such Additional Securities and any Exchange the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. .] The Indenture imposes certain limitations on the ability of the Company and its Restricted the Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesenter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and each the Guarantor to consolidate or merge with or into any other Person or convey, convey or transfer or lease all or its assets substantially all its propertyas an entity. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Guarantor has irrevocably and the Indenture, the Guarantors will jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant unsecured basis. Neither the Company nor the Guarantor shall be required to the terms of the Indenturemake any notation on this Security to reflect any guarantee or any release, termination or discharge thereof.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18August 21, 2003 2019 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyassets. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18March 1, 2003 1998 (the "Indenture"), between among the Issuers, Nakornthai Strip Mill Public Company Limited (the "Company") and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture, except as otherwise provided in the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are secured, senior subordinated unsecured obligations of the Company. This Security is one Issuers limited to $203,500,000 aggregate principal amount (subject to Section 2.07 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company Issuers and its Restricted Subsidiaries tocertain of their Subsidiaries, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of dividends on, and redemption of, the Capital Stock of the Issuers and their Subsidiaries and the redemption of certain dividends subordinated obligations of the Issuers and distributions by such their subsidiaries, restricted payments, the creation or existence of certain Liens, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, issue or sell shares of capital stock the business activities and investments of the Company Issuers and such Restricted certain of their Subsidiaries, enter into consolidations, mergers and transfers of all or permit substantially all the assets of the Issuers or certain Subsidiaries, and transactions with Affiliates. In addition, create or incur Liens and make asset sales. The the Indenture also imposes limitations on limits the ability of the Company Issuers and each Guarantor certain of their Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyrestrict distributions and dividends from Subsidiaries. To guarantee secure the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally Company has unconditionally guarantee guaranteed the Guaranteed Obligations Securities on a senior subordinated (other than in respect of any Specified Senior Indebtedness of the Company) basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 1816, 2003 2006 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18July 14, 2003 2000 (the "Indenture"), between among the Company Company, the Subsidiary Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the ------ "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $450,000,000 principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18July 30, 2003 2020 (the "Indenture"), between among the Company Issuers, the guarantors from time to time party thereto, the Trustee and the Collateral Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the IndentureIssuer. The Securities include the Initial any PIK Securities. Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange PIK Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will party to the Indenture from time to time will, jointly and severally severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. This Security is a duly authorized issue of Securities of the Issuer designated as the [_____%] Senior Securities due ___, Series __ (herein called the "Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to [$_______], which may be issued the Securities under an Indenture dated as of February 18, 2003 indenture (herein called the "Indenture") dated as of ___ , by and among the Issuer and Chase Manhattan Trust Company, National Association, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), between to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Company respective rights, limitations of rights, duties, obligations and immunities thereunder of the Issuer, the Trustee and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbbSections 77aaa-77bbb) (the "TIA"), as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Securities are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Securities are senior subordinated unsecured obligations no provisions of this Security or of the Company. This Security is one Indenture shall alter or impair the obligation of the Initial Securities referred Issuer, which is absolute and unconditional, to in pay the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toprincipal of, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, if any, and interest on this Security at the Securities times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Securities when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed 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 February 18July 14, 2003 2000, (the "Indenture"), between among the Company Company, the Subsidiary Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the ------ "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $450,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureSecurities. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAffiliates Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will jointly and severally severally, unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18March 1, 2003 1998 (the "Indenture"), between among the Issuers, Nakornthai Strip Mill Public Company Limited (the "Company") and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture, except as otherwise provided in the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are secured, senior subordinated unsecured obligations of the Company. This Security is one Issuers limited to US$203,500,000 aggregate principal amount (subject to Section 2.07 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company Issuers and its Restricted Subsidiaries tocertain of their Subsidiaries, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of dividends on, and redemption of, the Capital Stock of the Issuers and their Subsidiaries and the redemption of certain dividends subordinated obligations of the Issuers and distributions by such their subsidiaries, restricted payments, the creation or existence of certain Liens, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, issue or sell shares of capital stock the business activities and investments of the Company Issuers and such Restricted certain of their Subsidiaries, enter into consolidations, mergers and transfers of all or permit substantially all the assets of the Issuers or certain Subsidiaries, and transactions with Affiliates. In addition, create or incur Liens and make asset sales. The the Indenture also imposes limitations on limits the ability of the Company Issuers and each Guarantor certain of their Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyrestrict distributions and dividends from Subsidiaries. To guarantee secure the due and punctual payment of the principal, principal and additional interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally Company has unconditionally guarantee guaranteed the Guaranteed Obligations Securities on a senior subordinated (other than in respect of any Specified Senior Indebtedness of the Company) basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18August 15, 2003 2001 (the "Indenture"), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured obligations of the Company. This Security is one Company limited to $150,000,000 aggregate principal amount (subject to Section 2.07 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Subsidiary Guarantors to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all its propertyof the Property of the Company or any such Subsidiary Guarantor. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have, jointly and severally, guaranteed the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior . The Subsidiary Guaranties are subordinated basis pursuant in right of payment to the terms of the Indentureeach Subsidiary Guarantor's obligations with respect to Designated Senior Debt.

Indenture. The Company issued the Securities under an Indenture dated as of February 18May 28, 2003 2024 (the "“Indenture"”), between among the Company Company, the guarantors party thereto, the Trustee and U.S. Bank Trust Company, National Association, as collateral agent (in such capacity, the Trustee“Collateral Agent”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors and the Parent Guarantor will jointly and severally severally, unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Exchange Indenture dated as of February 18_______, 2003 199_ (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 'SS' 'SS' 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the Company. This Security is one Company limited in the aggregate principal amount at maturity to the liquidation preference of the Initial Securities referred Exchangeable Preferred Stock, plus, without duplication, accumulated and unpaid dividends, on the Exchange Date (plus any additional Exchange Debentures issued in lieu or cash interest) (subject to in Section 2.07 of the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability issuance of additional debt by the Company and its Restricted Subsidiaries, the creation of liens on the assets of the Company and its Restricted Subsidiaries, the Company entering into sale and leaseback transactions, the issuance of debt and preferred stock by its Restricted Subsidiaries to(other than an encumbrance or restriction with respect to distributions and dividends by Benedek Broadcasting in connection with a senior bank financing), among other thingsinvestments in certain affiliates, make certain Investments and other Restricted Payments, pay the payment of dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon distributions and acquisitions or retirements of the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company and such Restricted SubsidiariesSubordinated Obligations, enter into the sale or permit certain transfer of assets and Subsidiary stock, transactions with Affiliates, create and consolidations, mergers and transfers of all or incur Liens and make asset salessubstantially all of the Company's assets. The In addition, the Indenture also imposes limitations on limits the ability of the Company and each Guarantor the Restricted Subsidiaries to consolidate or merge with or into any other Person or conveyrestrict distributions and dividends from Subsidiaries and requires the Company, transfer or lease all or substantially all its propertyunder certain circumstances, to offer to purchase Securities. To guarantee the due The limitations are subject to a number of important qualifications and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureexceptions.

Indenture. The Company Issuer issued the Securities under an the Indenture dated as of February 18October 14, 2003 2016 (the "“Indenture")”) among the Issuer, between the Company guarantors that may be party thereto from time to time, the Trustee and the TrusteeCollateral Agent. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Securities are senior subordinated unsecured secured obligations of the CompanyIssuer. 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 Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its of their property. To guarantee the due and punctual payment of the principal, principal of and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, irrevocably and unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18August 1, 2003 1996 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (S)(S) ------ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are unsecured senior subordinated unsecured obligations of the CompanyCompany limited to $140,000,000 aggregate principal amount at any one time outstanding (subject to Section 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. The Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Subordinated Obligations of the Company and such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all its propertyof the Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will jointly and severally have unconditionally guarantee guaranteed the Guaranteed 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 February 18October 27, 2003 1998 (the "Indenture"), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $250,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities Indenture issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class an aggregate principal amount of securities under the Indenture$250,000,000. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms property of the Securities and Company. Under the circumstances set forth in Section 4.11 of the Indenture, certain Restricted Subsidiaries of the Company will be required to become Subsidiary Guarantors will and jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18_________, 2003 2004 (the "Indenture"), between among the Company Company, Leap Wireless International, Inc., a Delaware corporation, as guarantor (the "Parent"), [List Subsidiaries], as guarantors (collectively with the Parent, the "Guarantors") and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities Notes are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities Notes include the Initial Securities Original Notes and any Exchange Securities PIK Notes issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities Original Notes and any Exchange Securities the PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue suffer or sell shares of capital stock of the Company and such Restricted Subsidiariesgrant Liens, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesdispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, interest premium and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture. The Notes, the Guarantees and all other Obligations of the Company and the Guarantors are secured on a first-priority basis (subject to Permitted Liens) by the Liens created by the Security Documents pursuant to, and subject to the terms of, the Indenture.

Indenture. The Company issued the Euro Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and The Bank of New York, a New York banking corporation (the "Trustee"). The terms of the Euro Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Euro Securities are senior subordinated unsecured obligations of the Company. This Euro Security is one of the Initial Euro Securities referred to in the Indenture. The Euro Securities include the Initial Euro Securities and any Exchange Euro Securities issued in exchange for Initial Euro Securities pursuant to the Indenture. The Initial Euro Securities and any Exchange Euro Securities together with the Initial Dollar Securities and the Exchange Dollar Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Euro Securities and all other amounts payable by the Company under the Indenture and the Euro Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18July 21, 2003 2006 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18January 30, 2003 1998 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to DM 245.0 million aggregate principal amount at any one time outstanding (subject to Section 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. The Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the issuance of debt by the Company, the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations, the incurrence by the Company and its Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and Subsidiary Stock, investments by the Company, the lines of business in which the Company may operate, consolidations, mergers and transfers of all or substantially all of the Company's assets, sale and leaseback transactions and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted from Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability are subject to a number of the Company important qualifications and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureexceptions.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 25, 2003 (the "Indenture"), between among the Company Company, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Original Securities, the Additional Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessIndebtedness and issue Preferred Stock, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or make Asset Sales, incur Liens and make asset salesincur Senior Subordinated Debt. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18April 30, 2003 2010 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are second priority senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 25, 2003 1996 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the 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. The Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the issuance of debt by the Company, the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations, the incurrence by the Company and its Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and Subsidiary Stock, investments by the Company, the lines of business in which the Company may operate, consolidations, mergers and transfers of all or substantially all of the Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted from Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed 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 February 18August [—], 2003 2013 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and or make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal, principal of or interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 10, 2003 2002 (the "Indenture"), between among the Company Company, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security is one of the Initial Securities Exchange Notes referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities Notes and Private Exchange Notes issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities Securities, the Exchange Notes and any the Private Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior basis subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18October 17, 2003 1996 (the "Indenture"), between the Company Company, the Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $275,000,000 aggregate principal amount (subject to Section 2.07 of the Indenture). This Security is one of the 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 IndentureRegistration Rights Agreement (the "Exchange Notes"). The Initial Securities Notes and any the Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Company and the Restricted Subsidiaries, including the Incurrence of additional Indebtedness, payment of dividends or other distributions with respect to Capital Stock of the Company, sale of assets of the Company or its Restricted Subsidiaries, or restrictions on the ability of any Restricted Subsidiary to pay dividends or make any other distributions in respect of its Capital Stock. In addition, the Indenture contains certain covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries toSubsidiary Guarantors to Incur Indebtedness which is senior to or ranks pari passu with the Securities or the Subsidiary Guaranties, among other thingsas the case may be, make create certain Investments and other Restricted PaymentsLiens, pay dividends and other distributions, incur Indebtedness, or enter into consensual restrictions upon the certain mergers and consolidations. The payment of certain dividends principal and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally is unconditionally guarantee the Guaranteed Obligations guaranteed on a senior subordinated and unsecured basis pursuant to by the terms of the IndentureSubsidiary Guarantors.

Indenture. The Company Escrow Issuer issued the Securities under an Indenture dated as of February 18June 5, 2003 2019 (the "“Indenture"”), between among the Company Escrow Issuer, the Trustee and U.S. Bank National Association, as collateral agent (in such capacity, the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Collateral Agent”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Escrow Issuer and from and of the Escrow Release Date will be first-priority senior secured obligations of the Company. This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities issued in exchange for Initial Additional Securities pursuant to the Indenture. The Initial Original Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors and the Parent Guarantor will jointly and severally severally, unconditionally guarantee the Guaranteed 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 February 18April 30, 2003 2010 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are second priority senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an the Indenture dated as of February 18[ ], 2003 2008 (the "“Indenture")”) among the Company, between the Company Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Securities Notes are unsecured senior subordinated unsecured obligations of the Company. This Security Note is one of the Initial Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities Notes, any Additional Notes and any Exchange Securities Notes issued in exchange for Initial Securities Notes or Additional Notes pursuant to the Indenture. The Initial Securities Notes, any Additional Notes and any Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February May 18, 2003 2007 (the "“Indenture"”), between among the Company Company, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities, any issued Add-On Securities and any Exchange Securities issued in exchange for Initial the Original Securities or the Add-On Securities pursuant to the IndentureIndenture (including in all instances any Additional Securities issued as a result of a PIK Payment for any of the foregoing). The Initial Original Securities, any Add-On Securities and any Exchange Securities (including in all instances any Additional Securities issued as a result of a PIK Payment for any of the foregoing) are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18August 14, 2003 2013 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and or make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal, principal of or interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The Company issued the Securities under an Indenture dated as of February 18[December 31, 2003 2002], (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. ▇▇.▇▇ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA▇▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured obligations of the CompanyCompany limited to $123,150,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 18December [___], 2003 2013 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), between among the Company Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and and, to the extent required, those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such those terms. To the extent of any conflict between the terms of this Security and provisionsthe terms set forth in the Indenture, the terms set forth in the Indenture shall govern. The Securities are first-priority secured senior subordinated unsecured obligations of the CompanyIssuers. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is $[________]. This Security is one of the Initial Securities 14% Senior Secured Notes due 2018 referred to in the Indenture. The Securities include shall be secured by first priority Liens and security interests, subject to Permitted Liens, in the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the IndentureCollateral. The Indenture imposes certain limitations on the ability incurrence of indebtedness, the Company making of restricted payments, the sale of assets and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment making of certain dividends and distributions by such Restricted Subsidiariesfundamental changes, issue or sell shares the incurrence of certain liens, the incurring of lease obligations, the sale of capital stock stock, the making of loans, advancements and investments, the Company and such Restricted Subsidiariesmaintenance of certain financial maintenance covenants, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesthe consummation of mergers and consolidations. The Indenture also imposes limitations on requirements with respect to the ability provision of financial information and the provision of guarantees of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertySecurities by certain subsidiaries. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company Issuers under the Indenture Indenture, the Securities and the Securities Security Documents when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have unconditionally guaranteed (and future guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally unconditionally guarantee the Guaranteed Obligations severally, such obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 18April 13, 2003 2020 (as amended, restated, or otherwise modified from time to time, the "“Indenture"”), between among the Company Company, each Subsidiary Guarantor from time to time party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyassets. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed 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 February 18May 14, 2003 1999 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. U.S.C.. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $150,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureOriginal Securities. The Initial Original Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed 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 February 18April 21, 2003 2008, (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18September 17, 2003 2012 (the "“Indenture"”), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, principal of and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed 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 February 1828, 2003 2007 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will Guarantors, if any, have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 1824, 2003 2021 (the "Indenture"), between among the Company Issuer, the Guarantors party thereto (the "Guarantors") and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyIssuer. This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureAdditional Securities. The Initial Original Securities and any Exchange Additional Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 18, 2003 [ ] (the "“Indenture"”), between among the Company Issuer, the Guarantors party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are second priority senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the IndentureIssuer. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureAdditional Securities. The Initial Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiariesmake Capital Expenditures, enter into or permit certain transactions with Affiliates, create or incur Liens and make certain asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture Indenture, dated as of February 18April 28, 2003 2017, (the "“Indenture"”), between among the Company, the subsidiaries of the Company (other than Immaterial Subsidiaries), as guarantors (the “Subsidiary Guarantors”), and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇Indenture. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are senior subordinated unsecured obligations of the Company. This Security Note is one of the Initial Securities Notes or Additional Notes referred to in the Indenture. The Securities Notes include the Initial Securities Notes and any Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureAdditional Notes. The Initial Securities Notes and any Exchange Securities Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors will jointly and severally severally, unconditionally guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February May 18, 2003 2007 (the "“Indenture"”), between among the Company Company, the Guarantors parties thereto (the “Guarantors”) and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, any issued Add-On Securities and any Exchange Securities issued in exchange for Initial the Original Securities or the Add-On Securities pursuant to the IndentureIndenture (including in all instances any Additional Securities issued as a result of a PIK Payment for any of the foregoing). The Initial Original Securities, any Add-On Securities and any Exchange Securities (including in all instances any Additional Securities issued as a result of a PIK Payment for any of the foregoing) are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture dated as of February 18June 15, 2003 2016 (the "“Indenture"”), between among the Company Company, the Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are senior subordinated unsecured secured obligations of the Company. This Security is one Company and have the benefit of a second-priority Lien in the Collateral, and consist of the Initial Securities referred to 11.875% Senior Secured Second Lien Notes due 2020 issued on the Issue Date (including any increase in the Indenture. The Securities include principal amount of the Initial Securities Notes as a result of payment of PIK Interest) and any Exchange Securities PIK Notes that may be issued in exchange for Initial Securities pursuant to after the IndentureIssue Date. The Initial Securities Notes (including any increase in the principal amount of the Notes as a result of the payment of PIK Interest) and any Exchange Securities are the PIK Notes, if any, shall be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its Restricted Subsidiaries to, among other things, Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings, the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, if any, and interest, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors will have, jointly and severally severally, irrevocably and unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture. The Notes will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture, the Intercreditor Agreement and the Security Documents, such security interest to be second in priority to security interests granted for the benefit of holders of First Lien Obligations. The Trustee and the Collateral Agent, as the case may be, hold the Collateral as agent for the benefit of the Trustee and the Holders, in each case pursuant to the Security Documents and the Intercreditor Agreement. Each Holder, by accepting this Security, consents and agrees to the terms of the Security Documents, the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its terms, and the Indenture, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.

Indenture. The Company issued the Securities under an Indenture dated as of February 18[ ] [ ], 2003 (the "Indenture"), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb(sections) 77aaa- 77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured obligations of the Company. This Security is one Company limited to $[____] million aggregate principal amount at maturity (subject to Section 2.07 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Subsidiary Guarantors to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all its propertyof the Property of the Company or any such Subsidiary Guarantor. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have, jointly and severally, guaranteed the due and punctual payment of the principal, Accreted Value and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior . The Subsidiary Guaranties are subordinated basis pursuant in right of payment to the terms of the Indentureeach Subsidiary Guarantor's obligations with respect to Designated Senior Debt.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 23, 2003 2004 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18May 13, 2003 2009 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18September , 2003 2006 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb§§ 77aaa 77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial ; provided, however that so long as GSMP constitutes the Required Holders, the Company shall not issue Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenturesame series to the extent that after giving effect to such issuance GSMP would not constitute the Required Holders, unless the Company receives the prior written consent of GSMP. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18December 1, 2003 1998 (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. ▇▇.▇▇. ss 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. 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 Initial Securities pursuant to the Indenturethose terms. The Initial Securities and any the Exchange Securities are shall be treated as a single class of securities under for the purposes of the Indenture. The Securities are general unsecured senior obligations of the Company limited to $50,000,000 aggregate principal amount (subject to Section 2.06 of the Indenture). The Indenture imposes contains certain limitations on covenants that, among other things, limit the ability Incurrence of Additional Indebtedness by the Company and its Restricted Subsidiaries toSubsidiaries, among other things, make certain Investments and other the making of Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual the creation of restrictions upon the payment of certain dividends and on distributions by such from Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted SubsidiariesAsset Dispositions, enter into or permit certain transactions with Affiliates, create or incur the Incurrence of Liens and make asset sales. The Indenture also imposes limitations on the ability Sale/Leaseback Transactions and certain consolidations, mergers and transfers of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyassets. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all 101 6 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 will have, jointly and severally severally, unconditionally guarantee the Guaranteed Obligations guaranteed such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Securities under an the Indenture dated as of February 18September 7, 2003 2018 (the "“Indenture"”) among the Issuer, Sorrento Therapeutics, Inc., a Delaware corporation (the “Parent Guarantor”), between the Company Trustee and the TrusteeCollateral Agent. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Securities are senior subordinated unsecured secured obligations of the CompanyIssuer. 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 Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries Issuer to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens on the Collateral and make asset salesDispose of the Collateral. The Indenture also imposes limitations on the ability of the Company Issuer and each the Parent Guarantor to merge, amalgamate or consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its of their property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on principal of the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly Parent Guarantor has irrevocably and severally unconditionally guarantee guaranteed the Guaranteed 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 February 18December 23, 2003 2004 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18April 25, 2003 2017 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and or make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal, principal of or interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 25, 2003 1996 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the issuance of debt by the Company, the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations, the incurrence by the Company and its Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and Subsidiary Stock, investments by the Company, the lines of business in which the Company may operate, consolidations, mergers and transfers of all or substantially all of the Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted from Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed 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 February 18December 23, 2003 2004 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18March 1, 2003 1999 (the "Indenture"), between among the Company and Company, the Subsidiary Guarantors named therein (the "Subsidiary Guarantors")and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $400,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities Indenture issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the IndentureSecurities. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessIncur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such the Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, Subsidiaries enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make asset salesAsset Sales and certain Investments. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Subsidiary Guarantors to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all the Property of the Company or such Subsidiary Guarantor. If the Securities receive an Investment Grade Rating, certain of the covenants in the Indenture will not be applicable to the Company and its propertyRestricted Subsidiaries for so long as the Securities retain such Investment Grade Rating. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed 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 February 18November 19, 2003 2010 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are second priority senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a second priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 21, 2003 2008 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18November 10, 2003 1997 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to $100,000,000 aggregate principal amount (subject to Section 2.07 of the Indenture). This Security is one of the Initial Exchange Securities or Private Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities Indenture issued in exchange for Initial Securities pursuant to the IndentureSecurities. The Initial Securities were issued in an aggregate principal amount of $100,000,000. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving pro forma effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and either such Debt is (a) Debt of the Company, provided that, after giving proforma effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00, (b) Debt of the Company evidenced by the Securities or (c) Permitted Debt of the Company or any Restricted Subsidiary. The foregoing covenant will be applicable to the Company and the Restricted Subsidiaries unless the Company reaches Investment Grade Status. After the Company has reached Investment Grade Status, and notwithstanding that the Company may later cease to have an Investment Grade Rating from either or both of the Rating Agencies, the Company and the Restricted Subsidiaries will be released from their obligations to comply with the foregoing covenant. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or otherwise cause or suffer to exist or become effective any Liens of any kind upon any Principal Property or any Capital Stock or Debt of any Restricted Subsidiary (whether such Principal Property, Capital Stock or Debt are now owned or hereafter acquired), or any interest therein or any increase or profits therefrom, unless all payments due under the Indenture imposes certain and the Securities are secured on an equal and ratable basis with (or prior to) the obligations so secured, except for Permitted Liens or as provided in the second to the last paragraph of this Section 4. The Company will not, and will not permit any Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of the Indenture, to Incur Debt secured by a Lien on the Property to be leased in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities, or (b) the Company, within 180 days after the effective date of such transaction, applies to the voluntary retirement of its Funded Debt an amount equal to the value of such transaction, defined as the greater of the net proceeds of the sale of the Property leased in such transaction or the fair value, in the opinion of the Board of Directors, of the leased Property at the time such transaction was entered into. Notwithstanding the foregoing limitations on Liens and Sale and Leaseback Transactions, the ability Company and its Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien without securing the Securities, or may enter into Sale and Leaseback Transactions without retiring Funded Debt, or enter into a combination of such transactions, if the sum of (x) the principal amount of such Debt or the Attributable Debt in respect of such Sale and Leaseback Transaction, as the case may be, and (y) the principal amount of all other such Debt and all other Attributable Debt in respect of Sale and Leaseback Transactions then outstanding, does not exceed 15% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon as shown in the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock consolidated balance sheet of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesas of the end of the most recent fiscal quarter ending at least 45 days prior to the date of determination. The Indenture also imposes limitations on Company, without the ability consent of the Company and each Guarantor to Holders of any of the outstanding Securities, may consolidate or merge amalgamate with or merge into any other Person or convey, transfer transfer, lease or otherwise dispose of its Property substantially as an entirety to any Person or may permit any Person to consolidate or amalgamate with or merge into, or convey, transfer, lease all or otherwise dispose of its Property substantially all its property. To guarantee as an entirety to, the due and punctual payment Company; provided, however, that (a) the successor, transferee or lessee is organized under the laws of any United States jurisdiction; (b) the principalsuccessor, interest and additional interesttransferee or lessee, if anyother than the Company, on expressly assumes the Securities and all other amounts payable by the Company Company's obligations under the Indenture and the Securities when by means of a supplemental indenture entered into with the Trustee; (c) immediately before and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according after giving effect to the terms transaction on a pro forma basis, no Default shall have occurred and be continuing; and (d) certain other conditions are met. Under any consolidation or amalgamation by the Company with, or merger by the Company into, any other Person or any conveyance, transfer, lease or other disposition of the Securities Property of the Company substantially as an entirety as described in the preceding sentence, the successor resulting from such consolidation or amalgamation or into which the Company is merged or the transferee or lessee to which such conveyance, transfer, lease or disposition is made, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and thereafter, except in the Guarantors case of a conveyance, transfer, lease or disposition, the predecessor (if still in existence) will jointly be released from its obligations and severally unconditionally guarantee covenants under the Guaranteed Obligations on a senior subordinated basis pursuant to Indenture and the terms of the IndentureSecurities.

Indenture. The Company issued the Securities under an Indenture dated as of February 18July 21, 2003 2006 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an Indenture Indenture, dated as of February 18September 28, 2003 2005 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), between the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇TIA. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Securities Notes are senior subordinated general unsecured obligations of the Company. This Security is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Securities referred to in Holders, the IndentureCompany may issue Additional Notes. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are All Notes will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Additional Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal, principal of and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V., ▇▇▇▇▇ Beta del Centro, S.A. de C.V., ▇▇▇▇▇ Beta del Norte, S.A. de C.V., ▇▇▇▇▇ Beta del Noroeste, S.A. de C.V. Edificaciones Beta, S.A. de C.V., Edificaciones Beta del Noroeste, S.A. de C.V., and Edificaciones Beta del Norte, S.A. de C.V. have unconditionally guaranteed (and each future Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 24, 2003 2001 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the ----- "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the 5 Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $450,000,000 principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18May 27, 2003 2026 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and or make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal, principal of or interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 29, 2003 2021 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and or make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal, principal of or interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Subsidiary Guarantors, including those applicable during a Suspension Period.

Indenture. The Company issued the Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and The Bank of New York, a New York banking corporation (the "Trustee"). The terms of the Euro Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Securities are senior subordinated unsecured obligations of the Company. This Euro Security is one of the Initial Exchange Euro Securities referred to in the Indenture. The Euro Securities include the Initial Euro Securities, the Additional Euro Securities and any Exchange Euro Securities issued in exchange for the Initial Euro Securities pursuant to the Indenture. The Initial Euro Securities and Exchange Euro Securities together with the Initial Dollar Securities and any Exchange Dollar Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings, and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings, and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Euro Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18October 1, 2003 1999 (the "Indenture"), between among the Company Company, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. U.S.C." 77aaa-77bbbb) as in effect on the date of the Indenture (the ------ "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $150,000,000 aggregate principal amount at any one time outstanding, of which $150,000,000 in aggregate principal amount will be initially issued on the Closing Date. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior basis subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 18April 15, 2003 1999 (the "Indenture"), between 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 1939, as amended (15 U.S.C. ▇▇.▇▇. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Security holders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured secured obligations of the Company. This Security is one Company limited to $135,000,000 aggregate stated principal amount (subject to Section 2.08 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and certain of its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue the purchase or sell shares redemption of capital stock Capital Stock of the Company and of certain Capital Stock of such Restricted Subsidiaries, enter the sale or transfer of assets and Subsidiary stock, the creation of Liens, the entering into or permit certain of Sale/Leaseback Transactions and transactions with Affiliates. In addition, create or incur Liens and make asset sales. The the Indenture also imposes limitations on limits the ability of the Company and each certain of its Subsidiaries to restrict distributions and dividends from Subsidiaries. The Indenture also restricts the ability of the Company and any Subsidiary Guarantor to consolidate or merge with or into any other Person into, or convey, to transfer or lease all or substantially all its propertytheir assets to, another person. To guarantee The Indenture also provides that the Company shall cause each Restricted Subsidiary of the Company (other than the Programs) to Guarantee the Securities pursuant to a Subsidiary Guarantee. Any such Subsidiary Guarantee will secure the due and punctual payment of the principal, interest principal of and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.whether

Indenture. The Company issued the Securities under an Indenture dated as of February 18August 1, 2003 1996 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (S)(S) ------ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are unsecured senior subordinated unsecured obligations of the CompanyCompany limited to $140,000,000 aggregate principal amount at any one time outstanding (subject to Section 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. The Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Subordinated Obligations of the Company and such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all its propertyof the Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, interest principal and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will jointly and severally have unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Securities Notes under an the Indenture dated as of February 18April 27, 2003 2006 (the "“Indenture")”) among the Company, between the Company Guarantors and the Trustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Securities Notes are unsecured senior subordinated unsecured obligations of the Company. This Security Note is one of the Initial Securities Notes referred to in the Indenture. The Securities Notes include the Initial Securities Notes, any Additional Notes and any Exchange Securities Notes issued in exchange for Initial Securities Notes or Additional Notes pursuant to the Indenture. The Initial Securities Notes, any Additional Notes and any Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities Notes and all other amounts payable by the Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Escrow Issuer issued the Securities under an Indenture dated as of February 18June 5, 2003 2019 (the "“Indenture"”), between among the Company Escrow Issuer, the Trustee and U.S. Bank National Association, as collateral agent (in such capacity, the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Collateral Agent”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Escrow Issuer and from and of the Escrow Release Date will be second-priority senior secured obligations of the Company. This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities issued in exchange for Initial Additional Securities pursuant to the Indenture. The Initial Original Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors and the Parent Guarantor will jointly and severally severally, unconditionally guarantee the Guaranteed 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 February 18September 17, 2003 2012 (the "“Indenture"”), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make asset salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principalprincipal of, and interest and additional interestAdditional Interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed 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 February 18December 11, 2003 1998 (as such may be amended from time to time, the "Indenture"), between among the Company Company, any Subsidiary Guarantors that may become parties thereto after the date thereof and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.s▇. ▇▇.▇▇. 77aaa-77bbbbaaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are unsecured senior subordinated unsecured obligations of the Company. This Security is Company limited to $85,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends Pari Passu Indebtedness and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Subordinated Indebtedness of the Company and such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all its propertyof the Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, interest premium and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will jointly and severally have unconditionally guarantee guaranteed the Guaranteed 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 February 18January 30, 2003 1998 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are senior subordinated general unsecured obligations of the CompanyCompany limited to DM245.0 million aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the issuance of debt by the Company, the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations, the incurrence by the Company and its Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and Subsidiary Stock, investments by the Company, the lines of business in which the Company may operate, consolidations, mergers and transfers of all or substantially all of the Company's assets, sale and leaseback transactions and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted from Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability are subject to a number of the Company important qualifications and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureexceptions.

Indenture. The Company issued the Securities under an Indenture dated as of February 18December 23, 2003 2004 (the "“Indenture"”), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 1828, 2003 2007 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will Guarantors, if any, have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18January 22, 2003 2013 (the "“Indenture"”), between among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Securities referred pursuant to in Section 2.13 of the Indenture. The Securities include issued on the Initial Securities Issue Date and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business and create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, principal of and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have jointly and severally unconditionally guarantee guaranteed the Guaranteed 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 February 18July 21, 2003 2006 (the "“Indenture"”), between among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed 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 February 18January 24, 2003 2001, (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the ----- "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the CompanyCompany limited to $450,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureSecurities. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAffiliates Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyof the property of the Company. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally severally, unconditionally guarantee the Guaranteed 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 February 1827, 2003 1998 (as it may be amended, supplemented or otherwise modified 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. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Securities are secured senior subordinated unsecured obligations of the CompanyCompany limited to $100 million aggregate principal amount (subject to Section 2.7 of the Indenture). This Security is one of the Initial Securities Exchange Notes referred to in the Indenture. The Securities include Temporary Note, the Initial Securities and any Exchange Securities Notes issued in exchange for Initial Securities the Temporary Note pursuant to the Indenture. The Initial Securities Indenture and any Exchange Securities Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Statement. The Temporary Note, the Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the investments of the Company, its Subsidiaries and transactions with Affiliates, Liens, dividends and other payment restrictions affecting Subsidiaries, incurrence of senior subordinated Indebtedness senior to the Securities, preferred stock of Subsidiaries, future guarantees and conduct of business. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such from Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interestpremium, 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 will have, jointly and severally severally, unconditionally guarantee the Guaranteed Obligations guaranteed such obligations on a senior subordinated basis pursuant to the terms of the IndentureIndenture and the Guarantees.

Indenture. The Company issued the Securities this Security under an Indenture dated as of February 18November 24, 2003 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), between by and among the Company Company, the Subsidiary Guarantors and the Trustee. The Capitalized terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are the senior obligations of the Company, rank pari passu in right of payment with all current and future Senior Debt of the Company, including the Senior Credit Facility, and rank senior in right of payment to all existing and future subordinated unsecured obligations of the Company. This The Security is one of the Initial New Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange New Securities issued in exchange for the Initial Securities pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Securities and any Exchange the New Securities are treated as a single class of securities under the Indenture. Principal and premium of and Interest and Liquidated Damages, if any, on the Securities will be payable at the office or agency maintained by the Company for such purpose pursuant to Section 2.3 of the Indenture. Initially, such office will be the office of the Trustee maintained for such purpose. The Securities will be issued in denominations of $1,000 and integral multiples thereof. The Indenture imposes certain limitations restrictive covenants on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its propertyas set forth in Article IV thereof. To guarantee the due and punctual payment of the principal, interest principal and additional interestInterest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly Subsidiary Guarantors, as primary obligors and severally not merely as surety, have unconditionally guarantee the Guaranteed Obligations and irrevocably guaranteed, on a joint and several basis, such obligations on a senior subordinated basis pursuant to the terms of Article X of the Indenture. The Securities are secured to the extent set forth in the Collateral Agreement and Article XI of the Indenture.

Indenture. The Company issued the Securities under an Indenture dated as of February 1812, 2003 (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. ▇▇.▇▇ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the th▇ "TIA▇▇A"). Terms defined in the Indenture and not defined herein in the Securities have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Securities are senior subordinated unsecured unsecured, unsubordinated obligations of the Company. The Company's obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in the Indenture or such Subsidiary Guarantee. This Security is one of the Initial Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $300,000,000. The Securities include the Original Securities, an unlimited aggregate principal amount of additional Initial Securities that may be issued under the Indenture, and any Exchange Securities issued in exchange for Initial Securities pursuant to the IndentureSecurities. The Original Securities, such additional Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all its property. To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by Property of the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors will jointly and severally unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturesuch Subsidiary Guarantor.

Indenture. The Company issued the Securities under an Indenture dated as of February 18January 15, 2003 2021 (the "“Indenture"”), between among the Company Company, the guarantors party thereto, the Trustee and U.S. Bank National Association, as collateral agent (in such capacity, the Trustee“Collateral Agent”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are senior subordinated unsecured obligations of the Company. This Security is one of the Initial Original Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors and the Parent Guarantor will jointly and severally severally, unconditionally guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Dollar Securities under an Indenture dated as of February 18November 4, 2003 (the "Indenture"), between among the Company Company, the Guarantors and the Trustee. The terms of the Dollar Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb(sections)77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Dollar Securities are senior subordinated unsecured obligations of the Company. This Dollar Security is one of the Initial Dollar Securities referred to in the Indenture. The Dollar Securities include the Initial Dollar Securities and any Exchange Dollar Securities issued in exchange for Initial Dollar Securities pursuant to the Indenture. The Initial Dollar Securities and any Exchange Dollar Securities together with the Initial Euro Securities and any Exchange Euro Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal, principal and interest and additional interest, if any, on the Dollar Securities and all other amounts payable by the Company under the Indenture and the Dollar Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Securities and the Indenture, the Guarantors will have, jointly and severally severally, unconditionally guarantee guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.