Common use of Indenture Clause in Contracts

Indenture. The Company issued the Notes under an Indenture dated as of November 4, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4April 30, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 150.0 million aggregate principal amount (subject to Section 310 ------- 2.9 of the Indenture). The aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This Note ----------- Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4June 21, 1997 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Note Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 250,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 Sections 2.07 and 2.08 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Private Exchange Notes Securities or Exchange Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities, the Private Exchange Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessCompany, the sale or transfer payment of assets and dividends on Capital Stock of Restricted Subsidiaries, investments Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with AffiliatesAffiliates of the Company; the sale or issuance of Preferred Stock of the Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal of, and premium (if any) and interest on, the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have guaranteed the Company's obligations under the Indenture on a senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4June 26, 1997 1998 (as it such may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among the Company Company, the corporations acting as guarantors and named therein (the "Guarantors") and the U.S. Trust Company of Texas, N.A., as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 100,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.08 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions Subsidiaries and the redemption of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments Indebtedness of the Company and its Restricted Subsidiaries Subsidiaries; Investments; sales of assets and Subsidiary Capital Stock; certain transactions with Affiliates. In addition, Affiliates of the Indenture limits Company and the ability right of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesengage in unrelated lines of business.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 8, 1997 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 200.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Original Securities (also referred to as Initial Notes Securities) referred to in the Indenture. The Notes include the Initial Notes and any Securities, Private Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness Liens by the Company and or its Restricted Subsidiaries, Sale and Lease-Back Transactions by the payment Company or its Subsidiaries, consolidation, mergers and sale of dividends on, and the purchase or redemption of, Capital Stock assets of the Company and its Restricted SubsidiariesCompany, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In additionTo guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Indenture limits Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the ability Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Company and its Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesIndenture.

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of November 4June 30, 1997 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the Company Issuer, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture Issue Date (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms in the Indenture, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million Issuer. The aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes securities that may be authenticated and any Exchange Notes issued in exchange for the Initial Notes pursuant to delivered under the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indentureis unlimited. The Indenture imposes certain limitations limitations, among other things, on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company Issuer and its the Restricted Subsidiaries to incur or guarantee additional debt; pay dividends on stock; redeem stock or redeem subordinated debt; make investments; create liens in favor of other senior debt and subordinated debt; enter into agreements that restrict distributions and dividends from Restricted Subsidiaries; sell assets; enter into transactions with Affiliates; merge or consolidate and enter into different lines of business; provided, however, certain of such limitations will no longer be in effect if (a) the Securities receive a rating of “BBB-” or higher from Standard & Poor’s Ratings Group (or its successors) and “Baa3” or higher from ▇▇▇▇▇’▇ Investors Service, Inc. (or its successors) and (b) no Default or Event of Default has occurred and is continuing under the Indenture. To guarantee the due and punctual payment of the principal, premium, if any, and interest and Additional Interest, if any, on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4February 13, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 110.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into Sale/Leaseback transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture indenture, dated as of November 4[__________], 1997 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and The Bank of New York, not in its individual capacity but solely as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ Sections 77aaa-77bbbb) (S)(S) 77aaa-77bbbb"TIA") as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to to, and qualified by, all such terms, certain of which are summarized herein, and Noteholders Holders are referred to the Indenture and the Act TIA for a more complete statement of those such terms. The Notes Securities are unsecured general unsecured senior subordinated obligations of the Company initially limited to $294 million [_________] in aggregate principal amount, except for such additional principal amount (subject of Securities authenticated and delivered under the Indenture upon registration of transfer of, or in lieu of other Securities pursuant to Section 310 Sections 304, 305, 306, 906, 1108 and 1301 of the Indenture). This Note is one , PROVIDED that additional Securities of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes any series of Securities authenticated and any Exchange Notes issued in exchange for the Initial Notes pursuant to delivered under the Indenture may be authenticated and delivered thereunder at any time, having the Registration Rights Agreement. The Initial Notes and the Exchange Notes are same terms as, treated as a single class (for all purposes under this Indenture) with, such previously authenticated and delivered Securities, PROVIDED further that such additional Securities shall be authenticated and delivered to the Trust in exchange for the issuance by the Trust of securities under additional Preferred Securities to holders of Existing Preferred Securities in exchange for Existing Preferred Securities tendered in an exchange offer. The Securities are subordinated in right of payment to all existing and future Senior Indebtedness of the Company. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest and Additional Redemption Distributions, if any, on, this Security when due at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. The Indenture imposes certain limitations on Capitalized terms used herein without definition shall have the Incurrence of Indebtedness by meanings given to them in the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesIndenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 419, 1997 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to an aggregate deemed issue price of $294 million 70,750,706 (which represents 101% of Accreted Value of the Old Senior Subordinated Notes exchanged in the Exchange Offer) and which will represent an aggregate principal amount as of the Scheduled Maturity Date of the Securities of approximately $129,115,891 (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness 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 Restricted Subsidiaries, Subsidiaries of Liens on its property and assets which do not equally and ratably secure the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessSecurities, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary Stock, investments by the Company, consolidations, mergers and transfers of all or substantially all of the Company and its Restricted Subsidiaries Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4June 21, 1997 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Note Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 250,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 Sections 2.07 and 2.08 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Private Exchange Notes Securities or Exchange Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities, the Private Exchange Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessCompany, the sale or transfer payment of assets and dividends on the Capital Stock of Restricted Subsidiaries, investments Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with AffiliatesAffiliates of the Company; the sale or issuance of Preferred Stock of the Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal of, and premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have guaranteed the Company's obligations under the Indenture on a senior basis pursuant to the terms of the Indenture.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $[_____], which may be issued the Notes under an Indenture dated as of November 4, 1997 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture") dated as of [_____________], by and among the Company, each of the Security Guarantors named in the Indenture (the "Security Guarantors") and [___________], as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Company respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Security Guarantors and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Notes and Indenture shall alter or impair 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 on, and the purchase or redemption of, Capital Stock obligation of the Company or any Security Guarantor, which is absolute and its Restricted Subsidiariesunconditional, certain purchases to pay the principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the coin or redemptions of Subordinated Indebtednesscurrency, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesherein prescribed.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 10-3/8% Senior Notes due 2005, Series B (herein called the "Unrestricted Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Notes under an Indenture dated as of November 4, 1997 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture")) dated as of June 16, among 1997, by and between the Company and First Union National Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, any Guarantors and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Unrestricted Securities (including the Exchange Securities), issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Notes and Indenture shall alter or impair 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 on, and the purchase or redemption of, Capital Stock obligation of the Company or any Guarantor, which is absolute and its Restricted Subsidiariesunconditional, certain purchases to pay the principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the coin or redemptions of Subordinated Indebtednesscurrency, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesherein prescribed.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $[_____], which may be issued the Notes under an Indenture dated as of November 4, 1997 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture") dated as of [_____________], by and among the Company, each of the Security Guarantors named in the Indenture (the "Security Guarantors") and [___________], as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Company respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Security Guarantors and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ ss.s▇. ▇▇aaa-77bbbb) (S)(S) 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Notes and Indenture shall alter or impair 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 on, and the purchase or redemption of, Capital Stock obligation of the Company or any Security Guarantor, which is absolute and its Restricted Subsidiariesunconditional, certain purchases to pay the principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the coin or redemptions of Subordinated Indebtednesscurrency, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesherein prescribed.

Indenture. The Company issued the Notes Securities under an Indenture indenture, dated as of November 4[_________], 1997 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and The Bank of New York, not in its individual capacity but solely as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ Sections 77aaa-77bbbb) (S)(S) 77aaa-77bbbb"TIA") as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to to, and qualified by, all such terms, certain of which are summarized herein, and Noteholders Holders are referred to the Indenture and the Act TIA for a more complete statement of those such terms. The Notes Securities are unsecured general unsecured senior subordinated obligations of the Company initially limited to $294 million [_________] in aggregate principal amount, except for such additional principal amount (subject of Securities authenticated and delivered under the Indenture upon registration of transfer of, or in lieu of other Securities pursuant to Section 310 Sections 304, 305, 306, 906, 1108 and 1301 of the Indenture). This Note is one , PROVIDED that additional Securities of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes any series of Securities authenticated and any Exchange Notes issued in exchange for the Initial Notes pursuant to delivered under the Indenture may be authenticated and delivered thereunder at any time, having the Registration Rights Agreement. The Initial Notes and the Exchange Notes are same terms as, treated as a single class (for all purposes under this Indenture) with, such previously authenticated and delivered Securities, PROVIDED further that such additional Securities shall be authenticated and delivered to the Trust in exchange for the issuance by the Trust of securities under additional Preferred Securities to holders of Existing Preferred Securities in exchange for Existing Preferred Securities tendered in an exchange offer. The Securities are subordinated in right of payment to all existing and future Senior Indebtedness of the Company. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest and Additional Redemption Distributions, if any, on, this Security when due at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. The Indenture imposes certain limitations on Capitalized terms used herein without definition shall have the Incurrence of Indebtedness by meanings given to them in the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesIndenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4December 11, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 200,000,000 aggregate principal amount (subject to Section 310 2.07 of the Indenture). This Note is one The Company will not, and will not permit any of the Initial Notes referred its Subsidiaries to, create, incur or otherwise cause or suffer to in the Indenture. The Notes include the Initial Notes and exist or become effective any Exchange Notes issued in exchange for the Initial Notes pursuant to Liens of any kind upon any Principal Property or any shares of stock or indebtedness of any Subsidiary that owns or leases any Principal Property (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) unless all payments due under the Indenture and the Registration Rights AgreementSecurities are secured on an equal and ratable basis with the obligations so secured until such time as such obligation is no longer secured by a Lien, except for Permitted Liens. The Initial Notes Neither the Company nor any Subsidiary will enter into any Sale and Leaseback Transaction with respect to any Principal Property unless either (a) the Exchange Notes are treated as a single class Company or such Subsidiary would be entitled, pursuant to the provisions of securities under the Indenture, to incur Indebtedness secured by a Lien on the property to be leased 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. The Indenture imposes certain Notwithstanding the foregoing limitations on the Incurrence of Indebtedness by the Company Liens and its Restricted SubsidiariesSale and Leaseback Transaction, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions may issue, assume, or guarantee Indebtedness secured by a Lien without securing the Securities, or may enter into Sale and dividends from Restricted SubsidiariesLeaseback Transactions without retiring funded debt, or enter into a combination of such transactions, if the sum of the principal amount of all such Indebtedness and the aggregate value of all such Sale and Leaseback Transactions does not at any time exceed 15% of the Consolidated Net Tangible Assets of the Company.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 10-3/8% Senior Notes due 2005, Series A (herein called the "Initial Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Notes under an Indenture dated as of November 4, 1997 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture")) dated as of June 16, among 1997, by and between the Company and First Union National Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, any Guarantors and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Unrestricted Securities (including the Exchange Securities referred to below), issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Notes and Indenture shall alter or impair 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 on, and the purchase or redemption of, Capital Stock obligation of the Company or any Guarantor, which is absolute and its Restricted Subsidiariesunconditional, certain purchases to pay the principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the coin or redemptions of Subordinated Indebtednesscurrency, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesherein prescribed.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 8, 1997 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 200.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities, Private Exchange Securities and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness Liens by the Company and or its Restricted Subsidiaries, Sale and Lease-Back Transactions by the payment Company or its Subsidiaries, consolidation, mergers and sale of dividends on, and the purchase or redemption of, Capital Stock assets of the Company and its Restricted SubsidiariesCompany, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In additionAffiliates To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Indenture limits Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the ability Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Company and its Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesIndenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4December 19, 1997 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million initially issued in aggregate principal amount (of $100,000,000, but subject to Section 310 of additional issuances under the Indenture). This Note Security is one of the Initial Series D Notes referred to in the Indenture. The Notes Securities include the Initial Series C Notes and any Exchange Series D Notes issued in exchange for the Initial Series C Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Series C Notes and the Exchange Series D 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4June 26, 1997 1998 (as it such may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among the Company Company, the corporations acting as guarantors and named therein (the "Guarantors") and the U.S. Trust Company of Texas, N.A., as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 100,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.08 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions Subsidiaries and the redemption of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments Indebtedness of the Company and its Restricted Subsidiaries Subsidiaries; Investments; sales of assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.Subsidiary Capital Stock; certain

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4February 13, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 110.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into Sale/Leaseback transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November March 4, 1997 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture)Company. This Note is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes and Securities issued on the Issue Date, any Exchange Notes Additional Securities issued in exchange for the Initial Notes pursuant to accordance with Section 2.16 of the Indenture and the Registration Rights AgreementExchange Securities. The Initial Notes Securities, Additional Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of November 423, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company Issuers, the Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbbSections 77aaa- 77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company Issuers limited to $294 million 500,000,000 aggregate principal amount (subject to Section 310 2.10 of the Indenture). This Note The Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities, and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company Issuers and its their respective Subsidiaries to restrict distributions create liens, enter into sale and dividends from Restricted Subsidiaries.leaseback transactions and enter into mergers and consolidations. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 412, 1997 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Trust Indenture Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture)Company. This Note The Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.15 of the Indenture and any the Exchange Notes Securities issued in exchange for the Initial Notes Securities or Additional Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities, any Additional Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions create liens, enter into sale and dividends from Restricted Subsidiarieslease-back transactions and enter into mergers and consolidations.

Indenture. The Company issued the Discount Notes under an Indenture --------- Indenture, dated as of November 4April 24, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company between Holdings --------- and the Trustee. The terms of the Discount Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein defined in the Indenture and not --- defined herein have the meanings ascribed thereto in the Indenture. The Discount Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. The Discount Notes are general unsecured unsecured, senior subordinated obligations of the Company Holdings, limited to $294 million 45,140,000 aggregate principal amount (subject to Section 310 of the Indenture)at any time outstanding. This Discount Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes making of Restricted Payments by Holdings or any Restricted Subsidiary (including certain investments and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 payments of dividends on, and the purchase or redemption redemptions of, Capital Stock capital stock of Holdings or any Restricted Subsidiary), (iii) the Company creation of --- consensual encumbrances and its restrictions with respect to Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer (iv) sales of assets and Capital Stock subsidiary stock, (v) certain -- - transactions with affiliates, (vi) the issuance or sale of capital stock of -- Restricted Subsidiaries, investments (vii) the creation of the Company liens and its Restricted Subsidiaries (viii) consolidations, --- ---- mergers and transactions with Affiliatestransfers of all or substantially all of Holdings' assets. In additionHowever, the Indenture limits the ability all of the Company these covenants are subject to a number of significant exceptions and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesqualifications.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May 1, 1997 1995 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, Finance Corp. and the Trustee. The terms of the Notes Securities include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) SS 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. Capitalized terms used herein and not defined herein have the meaning ascribed thereto in the Indenture. The Notes Issuers will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. The Securities are general unsecured senior subordinated obligations of the Company Issuers limited to $294 million 200,000,000 aggregate principal amount (subject to Section 310 2.07 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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, (i) the payment of dividends on, and the purchase or redemption of, Capital Stock capital stock of the Company and its Restricted Subsidiariessubsidiaries and the redemption of certain subordinated obligations of the Company, certain purchases or redemptions (ii) the issuance of Subordinated Indebtednessadditional debt by the Company, (iii) limitations on restrictions on distributions from subsidiaries of the sale or transfer Company, (iv) sales of assets and Capital Stock subsidiary stock, (v) the issuance of Restricted Subsidiariesdebt and preferred stock by the Company's subsidiaries, investments (vi) sale and leaseback transactions and (vii) transactions with affiliates. The Indenture also provides that if the Company does not consummate the acquisition of the Company and its Restricted Subsidiaries and transactions with Affiliates. In additionAddis Assets by June 15, 1995, the Indenture limits the ability Issuers will be required to offer to purchase up to $35.0 million in principal amount of the Company Securities at 100% of the principal amount thereof plus accrued and its Subsidiaries unpaid interest to restrict distributions and dividends from Restricted Subsidiariesthe date of purchase.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 7 7/8% Senior Notes due 2005, Series B (herein called the "Exchange Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $525,000,000, which may be issued the Notes under an Indenture dated as of November 4, 1997 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture")) dated as of June 9, 1998, by and among the Company and The Bank of New York, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Exchange Securities, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ ss.s▇. ▇▇aaa-77bbbb) (S)(S) 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Notes Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay 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 Subsidiariesprincipal of, the payment of dividends onpremium, if any, and interest on this Security at the purchase times, place, and rate, and in the coin or redemption ofcurrency, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesherein prescribed.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4December , 1997 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to up to $294 100.0 million aggregate principal amount (subject amount, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 310 Sections 2.8, 2.9, 2.10, 2.12, 5.8, 9.5, 11.3 or 12.1 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, consolidation, mergers and sale of assets of the Company. To guarantee the due and punctual payment of the principal and interest (including any Contingent Interest) on the Incurrence of Indebtedness Securities and all other amounts payable by the Company under the Indenture and its Restricted Subsidiariesthe 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 payment of dividends onSubsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the purchase or redemption of, Capital Stock terms of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesIndenture.

Indenture. The Company issued the Notes Securities under an Indenture Indenture, dated as of November 4May 12, 1997 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), by and among the Company Company, the Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 6 1/2% Senior Subordinated Notes due 2013, Series A (the "Initial Securities"), which may be issued under the Indenture. Subject to compliance with Section 4.04 of the Indenture, the Company shall be entitled to issue Additional Securities pursuant to Section 2.17 of the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined in the Indenture). All Securities issued under the Indenture are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act TIA for a statement of those termsthem. The Notes Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $294 million aggregate principal amount (subject to Section 310 all existing and future Senior Indebtedness of the Indenture). This Note is one of Company to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Initial Notes Trustee to give effect to such subordination and any Exchange Notes issued in exchange appoints the Trustee as attorney-in-fact for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariessuch purpose.

Indenture. The Company UNIFI COMMUNICATIONS, INC., a Delaware corporation --------- (the "Company"), issued the Notes Securities (as defined below) under an Indenture Indenture, dated as of November 4February 21, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 Fleet National Bank, a national banking association, as trustee (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (herein called the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of Trustee," which term includes any successor Trustee under the Indenture). This Note Security is one of a duly authorized issue of Exchange Securities of the Initial Company designated as its Series B 14% Senior Notes referred to due 2004 (the "Exchange Securities"). The Securities are limited (except as otherwise provided in the Indenture) in aggregate principal amount to $175,000,000. The Notes Securities include the 14% Senior Notes due 2004 (the "Initial Notes Securities") and any the Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The , to which Indenture imposes certain and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations on of rights, duties, obligations and immunities thereunder of the Incurrence of Indebtedness by the Company and its Restricted SubsidiariesCompany, the payment Trustee and the Holders of dividends onthe Securities, and of the purchase 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. No reference herein to the Indenture and no provisions of this Security or redemption of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, Capital Stock of premium, if any, and interest on this Security at the Company times, place and its Restricted Subsidiariesrate, certain purchases and in the coin or redemptions of Subordinated Indebtednesscurrency, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesherein prescribed.

Indenture. The Company issued the Notes Securities under an Indenture Indenture, dated as of November 4September 29, 1997 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof“Indenture”), by and among the Company, the "Indenture"), among the Company Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 6 1/2% Senior Subordinated Notes due 2013 — Class B (the “Initial Securities”), which may be issued under the Indenture. Subject to compliance with Section 4.04 of the Indenture, the Company shall be entitled to issue Additional Securities pursuant to Section 2.17 of the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined in the Indenture). All Securities issued under the Indenture are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act TIA for a statement of those termsthem. The Notes Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $294 million aggregate principal amount (subject to Section 310 all existing and future Senior Indebtedness of the Indenture). This Note is one of Company to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Initial Notes Trustee to give effect to such subordination and any Exchange Notes issued in exchange appoints the Trustee as attorney-in-fact for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariessuch purpose.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4April 7, 1997 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, FSC Semiconductor Corporation, Fair▇▇▇▇▇ ▇▇▇iconductor Corporation of California and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Company's obligations under the Securities are guaranteed by the Parent and certain Restricted Subsidiaries of the Company. The Securities are general unsecured senior subordinated obligations of the Company. The Company limited to $294 million aggregate principal amount (shall be entitled, subject to its compliance with Section 310 4.03 of the Indenture). This Note is one , to issue Additional Securities pursuant to Section 2.13 of the Initial Notes referred to in the Indenture. The Notes include Initial Securities issued on the Initial Notes Issue Date, 122 6 any Additional Securities and any all Exchange Notes Securities or Private Exchange Securities issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on limits, among other things (i) the Incurrence incurrence of Indebtedness additional debt by the Company and its Restricted Subsidiariessubsidiaries, (ii) the payment of dividends on, and the purchase or redemption of, Capital Stock on capital stock of the Company and its Restricted Subsidiariesthe purchase, redemption or retirement of capital stock or subordinated indebtedness, (iii) certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliatesaffiliates, (iv) sales of assets, including capital stock of subsidiaries, and (v) certain consolidations, mergers and transfers of assets. In additionThe Indenture also prohibits certain restrictions on distributions from subsidiaries. All of these limitations and prohibitions, however, are subject to a number of important qualifications contained in the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesIndenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May 14, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 125.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Exchange and Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May 17, 1997 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 250.0 million aggregate principal amount (subject amount, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 310 2.8, 2.9, 2.10, 2.11, 2.13, 5.8, 9.5, 11.3 or 12.1 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, consolidation, mergers and sale of assets of the Company. To guarantee the due and punctual payment of the principal and interest (including any Contingent Interest) and Additional Interest, if any, on the Incurrence of Indebtedness Securities and all other amounts payable by the Company under the Indenture and its Restricted Subsidiariesthe 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 payment of dividends onSubsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the purchase or redemption of, Capital Stock terms of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesIndenture.

Indenture. The Company issued the Notes Securities under an Indenture Indenture, dated as of November 42, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), by and among the Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 11% Senior Subordinated Notes due 2007, Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $125,000,000, which may be issued under the Indenture. The Securities include the % Senior Subordinated Notes due 2007, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ ss.s▇. ▇▇aaa-77bbbb) (S)(S) 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Notes Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $294 million aggregate principal amount (subject to Section 310 all Senior Indebtedness of the Indenture). This Note is one of Company to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Initial Notes Trustee to give effect to such subordination and any Exchange Notes issued in exchange appoints the Trustee as attorney-in-fact for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariessuch purpose.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4April 1, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture ------ (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 130,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 Sections 2.01 and 2.08 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $100,000,000. The Notes Securities include the Initial Notes and Securities, any Exchange Notes Securities issued in exchange for the Initial Notes pursuant Securities and up to $30,000,000 aggregate principal amount of additional securities that may be issued under the Indenture and the Registration Rights AgreementIndenture. The Initial Notes and Securities, the Exchange Notes Securities and such additional securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, Subsidiaries and the redemption of certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments Obligations of the Company and its Restricted Subsidiaries Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with AffiliatesAffiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4February 21, 1997 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the guarantors party thereto and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the B-3 date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 160.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and the Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4April 15, 1997 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 90.0 million aggregate principal amount (subject up to $100.0 million aggregate principal amount if the Initial Purchasers' option to purchase additional Securities is exercised in full), except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 310 2.8, 2.9, 2.10, 2.11, 2.13, 9.5, 5.8, 11.3 or 12.1 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, consolidation, mergers and sale of assets of the Company. To guarantee the due and punctual payment of the principal and interest (including any Contingent Interest) and any Additional Amounts, if any, on the Incurrence of Indebtedness Securities and all other amounts payable by the Company under the Indenture and its Restricted Subsidiariesthe 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 payment of dividends onSubsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the purchase or redemption of, Capital Stock terms of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesIndenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May 6, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 125.0 million aggregate principal amount at any one time outstanding (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness 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 Restricted Subsidiaries, Subsidiaries of Liens on its property and assets which do not equally and ratably secure the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessSecurities, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary Stock, investments by the Company, consolidations, mergers and transfers of all or substantially all of the Company and its Restricted Subsidiaries Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 18, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among between the Company Company, Day International, Inc., and the Trustee. The terms of the Notes Securities include those stated in the 110 119 Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 115.0 million aggregate principal amount at any one time outstanding (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness 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 Restricted Subsidiaries, Subsidiaries of Liens on its property and assets which do not equally and ratably secure the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessSecurities, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary Stock, investments by the Company, consolidations, mergers and transfers of all or substantially all of the Company and its Restricted Subsidiaries Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes 2017 Securities under an Indenture dated as of November 4March [ ], 1997 2007 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes 2017 Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes 2017 Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company. The Company limited to $294 million aggregate principal amount (shall be entitled, subject to its compliance with Section 310 4.03 of the Indenture). This Note is one , to issue Additional 2017 Securities pursuant to Section 2.13 of the Initial Notes referred to in the Indenture. The Notes include 2017 Securities issued on the Initial Notes Issue Date and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are Additional 2017 Securities will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; create liens on assets; transfer or sell assets; guarantee indebtedness; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications. Upon the occurrence of (i) the 2017 Securities having Investment Grade Ratings from either or both of the Rating Agencies and (ii) no Default or Event of Default with respect to the 2017 Securities having occurred and be continuing, the Company and the Restricted Subsidiaries shall not be subject to restrict distributions Section 4.03, 4.04, 4.05 and dividends from 4.09 of the Indenture with respect to the 2017 Securities. If (i) a Default or Event of Default with respect to the 2017 Securities (other than as a result of the breach of the Suspended Covenants) occurs and is continuing or (ii) both of the Rating Agencies withdraw their ratings or downgrade their ratings assigned to the 2017 Securities below the required Investment Grade Ratings, then the Company and the Restricted SubsidiariesSubsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events with respect to the 2017 Securities and any Subsidiary Guarantees will be reinstated.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4December 16, 1997 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), among between the Company Company, BAC and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbbSections 77aaa77bbbb) as in effect on the date of the Indenture IndeNTUre (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 350,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.07 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities 6 158 and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on, and the purchase acquisitions or redemption retirements of, the Capital Stock and Subordinated Obligations of the Company and its Restricted Subsidiaries, certain purchases or redemptions the incurrence by the Company and its Restricted Subsidiaries of Subordinated IndebtednessLiens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and Capital Stock stock of Restricted Subsidiaries of the Company, investments by the Company and its Restricted Subsidiaries, investments the lines of business in which the Company and its Restricted Subsidiaries may operate, consolidations, mergers and transfers of all or substantially all of the Company's property and assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of Restricted Subsidiaries. The Indenture also imposes certain obligations with respect to the payment of Additional Amounts.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May 6, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 125.0 million aggregate principal amount at any one time outstanding (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the 6 121 Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness 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 Restricted Subsidiaries, Subsidiaries of Liens on its property and assets which do not equally and ratably secure the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessSecurities, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary Stock, investments by the Company, consolidations, mergers and transfers of all or substantially all of the Company and its Restricted Subsidiaries Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May [ ], 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among ) between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. ------ (S)(S) U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the such Act for a statement of those such terms. The Notes Securities are general unsecured obligations of the Company equal in an aggregate principal amount to $200,000,000 and will mature on [ ], 2007. The Securities are general unsecured senior subordinated obligations of the Company limited to $294 200.0 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4__________, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 200 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $400.0 million (subject to Section 2.7 of the Indenture). This Note Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 425, 1997 1996 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect ------ on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 175,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.07 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness 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 Restricted Subsidiaries, Subsidiaries of Liens on its property and assets which do not equally and ratably secure the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessSecurities, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary 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 and its Restricted Subsidiaries Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of November 4, 1997 _______________ (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company Issuers and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. 2 The Notes Securities are general unsecured senior subordinated Secured obligations of the Company Issuers limited to $294 million _____________ aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indentureamount. The Indenture imposes contains certain limitations on covenants which, among other things, limit (a) the Incurrence incurrence of Indebtedness additional debt by the Company Issuers and certain of its Restricted Subsidiariessubsidiaries and the issuance of capital stock by such subsidiaries, (b) the payment of dividends on, on capital stock of certain subsidiaries and the purchase purchase, redemption or redemption ofretirement of capital stock or subordinated indebtedness, Capital Stock of the Company and its Restricted Subsidiaries(c) certain investments, (d) certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliatesaffiliates, (e) the incurrence of liens, (f) sales of assets, including capital stock of subsidiaries, (g) certain consolidations and mergers, (h) the Issuers' and certain of their subsidiaries, lines of business and the Issuers' ability to operate without certain insurance coverage. The Indenture also will prohibit certain restrictions on distributions from subsidiaries. In addition, the Indenture limits the ability Issuers may be obligated, under certain circumstances, to offer to repurchase Securities at a purchase price equal to 101% of the Company principal amount of the Securities plus accrued and its Subsidiaries unpaid interest to restrict distributions and dividends from Restricted Subsidiariesthe date of repurchase.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May 19, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 300.0 million aggregate principal amount (subject to Section 310 2.6, Section 2.9, Section 2.11, Section 5.8 and Section 9.5 of the Indenture), of which $200.0 million in aggregate principal amount will be initially issued on the Issue Date. This Note is one of Subject to the Initial Notes referred to conditions set forth in the Indenture. The Notes include , the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant Company may issue up to the Indenture and the Registration Rights Agreementan additional $100.0 million aggregate principal amount of Subsequent Series Notes. The Initial Notes Securities, Private Exchange Securities and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into Sale/Leaseback Transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture Indenture, dated as of November 4April 30, 1997 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among by and between the Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 5/8% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $100,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 'SS''SS' 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Notes Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $294 million aggregate principal amount (subject to Section 310 all Senior Indebtedness of the Indenture). This Note is one of Company to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Initial Notes Trustee to give effect to such subordination and any Exchange Notes issued in exchange appoints the Trustee as attorney-in-fact for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariessuch purpose.

Indenture. This Security is one of the duly authorized issue of securities of the Company designated as its 5.50% Senior Notes due 2014 (the "Securities") limited (except as otherwise provided in the Indenture referred to below) in the aggregate principal amount of $200.0 million. The Company issued the Notes Securities under an Indenture dated as of November 4February 17, 1997 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Trust Indenture Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture)Company. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.15 of the Indenture and any the Exchange Notes Securities issued in exchange for the Initial Notes Securities or Additional Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities, any Additional Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions create Liens, sell Voting Stock of Significant Subsidiaries and dividends from Restricted Subsidiariesenter into mergers and consolidations.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4December 9, 1997 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sec.Sec. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Trust Indenture Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture)Company. This Note The Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.15 of the Indenture and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities, any Additional Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Significant Subsidiaries to restrict distributions create Liens, sell Voting Stock of Significant Subsidiaries and dividends from Restricted Subsidiariesenter into mergers and consolidations.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 27, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, certain of the Company's subsidiaries party thereto (collectively, the "Subsidiary Guarantors") and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 125,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.07 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations restrictions on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, Subsidiaries and the redemption of certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments Obligations of the Company and its Restricted Subsidiaries Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with AffiliatesAffiliates of the Company; the sale of Capital Stock of the Restricted Subsidiaries; the creation of Secured Indebtedness; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4June 6, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company and the Trustee. The terms of the Notes Securities 81 2 include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 400.0 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 15, 1997 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActACT"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 200.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness Debt by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption ofof capital stock of the Company, Capital Stock certain purchases or redemptions of Subordinated Debt, the incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and capital stock of Restricted Subsidiaries, the issuance or sale of capital stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtednessmergers and consolidation, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture Indenture, dated as of November 410, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among by and between the Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 11% Senior Subordinated Notes due 2007, Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $125,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ ss.s▇. ▇▇aaa-77bbbb) (S)(S) 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Notes Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $294 million aggregate principal amount (subject to Section 310 all Senior Indebtedness of the Indenture). This Note is one of Company to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Initial Notes Trustee to give effect to such subordination and any Exchange Notes issued in exchange appoints the Trustee as attorney-in-fact for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariessuch purpose.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4February 13, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 76.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into Sale/Leaseback transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4July 20, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 100.0 million aggregate principal amount (subject to Section 310 SECTION 2.9 of the Indenture). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $100.0 million (subject to SECTION 2.9 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4June 15, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Unrestricted Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007 (the "Unrestricted Securities"). The Securities include the 10 1/8% Senior Subordinated Notes due 2007 (the "Initial Securities"), the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below issued in exchange for the Initial Securities pursuant to the Registration Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 160,000,000 aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 existence of liens, the payment of dividends on, and the purchase or redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries, certain purchases consolidations, mergers and transfers of all or redemptions of Subordinated Indebtedness, substantially all the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries Company, and transactions with Affiliates. In addition, the Indenture limits lim- its the ability of the Company and certain of its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 412, 1997 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 200.0 million aggregate principal amount (subject to Section 310 SECTION 2.9 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities, Private Exchange Securities and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, of Capital Stock of the Company and its Restricted SubsidiariesCompany, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company UNIFI Communications, Inc., a Delaware corporation --------- (the "Company"), issued the Notes Securities (as defined below) under an Indenture Indenture, dated as of November 4February 21, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 Fleet National Bank, a national banking association, as trustee (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (herein called the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of Trustee," which term includes any successor Trustee under the Indenture). This Note Security is one of a duly authorized issue of Initial Securities of the Company designated as its 14% Senior Notes due 2004 (the "Initial Notes referred to Securities"). The Securities are limited (except as otherwise provided in the Indenture) in aggregate principal amount to $175,000,000. The Notes Securities include the Initial Notes Securities and any the Exchange Notes Securities (as defined below) issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The , to which Indenture imposes certain and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations on of rights, duties, obligations and immunities thereunder of the Incurrence of Indebtedness by the Company and its Restricted SubsidiariesCompany, the payment Trustee and the Holders of dividends onthe Securities, and of the purchase 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. No reference herein to the Indenture and no provisions of this Security or redemption of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, Capital Stock of premium, if any, and interest on this Security at the Company times, place and its Restricted Subsidiariesrate, certain purchases and in the coin or redemptions of Subordinated Indebtednesscurrency, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesherein prescribed.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 24, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 100,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness 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 Restricted Subsidiaries, Subsidiaries of Liens on its property and assets which do not equally and ratably secure the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessSecurities, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary Stock, investments by the Company, consolidations, mergers and transfers of all or substantially all of the Company and its Restricted Subsidiaries Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 17, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) section 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company that will rank pari passu in right of payment to all existing and future senior indebtedness of the Company (including the Revolving Credit Facility) and senior to all existing and future subordinated indebtedness of the Company, limited to $294 million 174,000,000 aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated treated, for all purposes, as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4December 17, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. 109 The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 55,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.07 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities and Private Exchange Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities, the Exchange Securities and the Private Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, Subsidiaries and the redemption of certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments Obligations of the Company and its Restricted Subsidiaries Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with AffiliatesAffiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have guaranteed the Company's obligations under the Indenture on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4April 30, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 150.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). The aggregate principal amount of notes which ----------- may be authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the ----------- Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4August 1, 1997 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 400.0 million aggregate principal amount (subject amount, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 310 2.8, 2.9, 2.10, 2.11, 2.13, 5.8, 9.5, 11.3 or 12.1 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, consolidation, mergers and sale of assets of the Company. To guarantee the due and punctual payment of the principal and interest (including any Additional Interest), on the Incurrence of Indebtedness Securities and all other amounts payable by the Company under the Indenture and its Restricted Subsidiariesthe 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 payment of dividends onSubsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the purchase or redemption of, Capital Stock terms of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted SubsidiariesIndenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 19, 1997 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Guarantors and the Trustee. This Security is one of a duly authorized issue of Unrestricted Securities of the Company designated as its 12% Senior Subordinated Notes due 2009 (the "Unrestricted Securities"). The Securities include the 12% Senior Subordinated Notes due 2009 (the "Initial Securities"), the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Rights Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 150,000,000 aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and the purchase or redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtednessrestricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries Subsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have unconditionally guaranteed the Obligations on a SENIOR SUBORDINATED basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4February 10, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 100 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May 14, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 125.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Exchange and Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 15, 1997 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActACT"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 200.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Original Securities (also referred to as Initial Notes Securities) referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence incurrence of Indebtedness Debt by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption ofof capital stock of the Company, Capital Stock certain purchases or redemptions of Subordinated Debt, the incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and capital stock of Restricted Subsidiaries, the issuance or sale of capital stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtednessmergers and consolidation, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an the First Supplemental Indenture dated as of November 4December 15, 1997 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Supplemental Indenture"”), among the Company Company, the Subsidiary Guarantors and the TrusteeTrustee to the Senior Indenture dated as of December 15, 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture” and, as amended and supplemented by the Supplemental Indenture, the “Indenture”). For the sake of clarity, each reference to the Indenture shall mean the Original Indenture as amended by the Supplemental Indenture, and future amendments and supplements, the provisions of which relate to the Securities and not future issuances of debt securities under the Original Indenture other than these Securities. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“Act"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million initially issued in aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture$200,000,000. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments Investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee (i) the full and punctual payment of the principal of, and premium, if any, and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption, by required repurchase or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities, each Subsidiary Guarantor has unconditionally and irrevocably guaranteed such obligations pursuant to the terms of the Indenture. The Subsidiary Guarantees shall be unsecured senior subordinated obligations of each Subsidiary Guarantor, ranking pari passu with all other existing and future senior subordinated indebtedness of such Subsidiary Guarantor.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November October 4, 1997 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Section 77aaa-77bbbb) as in effect on the date of 101 the Indenture and, to the extent required by any amendment to the Trust Indenture Act of 1939 after such date, as amended from time to time (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 275,000,000 aggregate principal amount of which $175,000,000 aggregate principal amount will be initially issued on the Closing Date (subject to Section 310 2.07 of the Indenture). Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100,000,000 aggregate principal amount of Additional Notes. This Note Security is one of the Initial Series B 12 3/8% Senior Subordinated Notes due 2010 (the "Exchange Notes") referred to in the Indenture. The Notes Securities include the 12 3/8% Senior Subordinated Notes due 2010 originally issued under the Indenture (the "Initial Notes"), the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights AgreementNotes. The Initial Notes, the Additional Notes and the Exchange 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 Indebtedness by additional Indebtedness, payment of dividends or other distributions with respect to Capital Stock of the Company, sale of assets of the Company and or its Restricted Subsidiaries, and restrictions on the payment ability of any Restricted Subsidiary to pay dividends on, and the purchase or redemption of, make any other distributions in respect of its Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with AffiliatesStock. In addition, the Indenture limits contains certain covenants that, among other things, limit the ability of the Company and its Subsidiaries the Guarantors to restrict distributions Incur Indebtedness which is senior to or ranks pari passu with the Securities or the Guarantees, as the case may be, create certain Liens, or enter into certain mergers and dividends from Restricted Subsidiariesconsolidations. The payment of principal and interest on the Securities is unconditionally guaranteed on a senior subordinated and unsecured basis by the Guarantors.

Indenture. The This Security is one of a duly authorized issue of Securities of the Company designated as its 10 3/4% Senior Subordinated Notes due 2006, Series B (herein called the "Series B Securities"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of November 415, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture")1996, among the Company Company, Blue Bird Corporation ("BBC" or the "Guarantor") and The Chase Manhattan Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties, obligations and immunities thereunder of the Company, the Trustee, certain Guarantors thereunder and the Trustee. The terms Holders of the Notes include those stated Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Series B Security which are defined in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all such terms, and Noteholders are referred No reference herein to the Indenture and no provision of this Series B Security or of the Act for a statement of those terms. The Notes are general unsecured senior subordinated obligations Indenture shall alter or impair the obligation of the Company limited or any Guarantor, which is absolute and unconditional, to $294 million aggregate pay the principal amount (subject to Section 310 of of, premium, if any, and interest on this Security at the Indenture). This Note is one of the Initial Notes referred to times, place, and rate, and in the Indenturecoin or currency, herein prescribed. The Notes include the Initial Notes and any Exchange Notes Series B Securities were issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock an exchange offer pursuant to which 10 3/4% Senior Subordinated Securities due 2006 of the Company (herein called the "Series A Securities"), in like principal amount and its Restricted Subsidiarieshaving substantially identical terms as the Series B Securities, certain purchases or redemptions of Subordinated Indebtedness, were exchanged for the sale or transfer of assets Series B Securities. The Series A Securities and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, Series B Securities are together referred to herein as the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries"Securities."

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4July 20, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act▇▇▇"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 100.0 million aggregate principal amount (subject to Section 310 SECTION 2.9 of the Indenture). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $100.0 million (subject to SECTION 2.9 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4September 26, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 140,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.07 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer ; Investments; sales of assets and Capital Stock of Restricted Subsidiaries, investments ; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and transactions with Affiliatesconsolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 412, 1997 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 200.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Original Securities (also referred to as Initial Notes Securities) referred to in the Indenture. The Notes include the Initial Notes and any Securities, Private Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes are Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, of Capital Stock of the Company and its Restricted SubsidiariesCompany, certain purchases or redemptions of Subordinated IndebtednessObligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, mergers and consolidation, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company UNIFI COMMUNICATIONS, INC., a Delaware corporation --------- (the "Company"), issued the Notes Securities (as defined below) under an Indenture Indenture, dated as of November 4February 21, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 Fleet National Bank, a national banking association, as trustee (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (herein called the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of Trustee," which term includes any successor Trustee under the Indenture). This Note Security is one of a duly authorized issue of Initial Securities of the Company designated as its 14% Senior Notes due 2004 (the "Initial Notes referred to Securities"). The Securities are limited (except as otherwise provided in the Indenture) in aggregate principal amount to $175,000,000. The Notes Securities include the Initial Notes Securities and any the Exchange Notes Securities (as defined below) issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The , to which Indenture imposes certain and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations on of rights, duties, obligations and immunities thereunder of the Incurrence of Indebtedness by the Company and its Restricted SubsidiariesCompany, the payment Trustee and the Holders of dividends onthe Securities, and of the purchase 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. No reference herein to the Indenture and no provisions of this Security or redemption of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, Capital Stock of premium, if any, and interest on this Security at the Company times, place and its Restricted Subsidiariesrate, certain purchases and in the coin or redemptions of Subordinated Indebtednesscurrency, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesherein prescribed.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 7 7/8% Senior Notes due 2008, Series A (herein called the "Initial Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $475,000,000, which may be issued the Notes under an Indenture dated as of November 4, 1997 indenture (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the "Indenture")) dated as of June 9, 1998, by and among the Company and The Bank of New York, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Exchange Securities, issued in exchange for the Initial Securites pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ ss.s▇. ▇▇aaa-77bbbb) (S)(S) 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the Act TIA for a statement of those such terms. The Notes are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant No reference herein to the Indenture and no provisions of this Security or of the Registration Rights Agreement. The Initial Notes Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay 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 Subsidiariesprincipal of, the payment of dividends onpremium, if any, and interest on this Security at the purchase times, place, and rate, and in the coin or redemption ofcurrency, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesherein prescribed.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4__________, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 200 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $400.0 million (subject to Section 2.7 of the Indenture). This Note Security is one of the Initial Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Company issued the Notes Series A Convertible Debentures under an Indenture dated as of November 4August 10, 1997 1998 between the Company and the Trustee as supplemented by the first Supplemental Indenture dated as of August 10, 1998 between the Company and the Trustee (said Indenture, as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the "Indenture"), among . This Series A Convertible D▇▇▇▇- ture is one of an issue of Securities of the Company and issued under the TrusteeIndenture. The terms of the Notes Series A Convertible Debentures include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) U.S. Code s▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indentureamended from time to time. The Notes Series A Convertible Debentures are subject to all such terms, and Noteholders Series A Convertible Debentureholders are referred to the Indenture and the such Act for a statement of those termsthem. The Notes are general unsecured senior subordinated obligations of Capitalized terms used herein and not otherwise defined have the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture). This Note is one of the Initial Notes referred to meanings set forth in the Indenture. The Notes include Series A Convertible Debentures are general unsecured obligations of the Initial Notes Company subordinated in right of payment to all Senior and Subordinated Debt of the Company, limited in aggregate principal amount to $150,000,000; provided, however, that in the event the Company sells any Exchange Notes issued in exchange for the Initial Notes Series A Convertible Debentures pursuant to the Indenture over-allotment option (the "Over-Allotment Option") granted pursuant to the Underwriting Agreement dated August 4, 1998 between the Company, S▇▇▇▇ ▇▇▇▇▇▇ Inc., J.▇. ▇▇▇▇▇▇ Securities Inc., D▇▇▇▇▇▇▇▇, Lufkin & J▇▇▇▇▇▇▇ Securities Corporation, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated, PaineWebber Incorporated and C.▇. ▇▇▇▇▇▇▇▇▇, Towbin, then the Registration Rights AgreementTrustee shall authenticate and deliver Series A Convertible Debentures for original issue in an aggregate principal amount of $150,000,000 plus up to $22,500,000 aggregate principal amount of Series A Convertible Debentures sold pursuant to the Over-Allotment Option. The Initial 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesincur additional tiers of junior subordinated Debt.

Indenture. The Company issued the Notes Securities under an Indenture Indenture, dated as of November 4September 23, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), among by and between the Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 8 5/8% Senior Subordinated Notes due 2007, Series A (the "INITIAL SECURITIES"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $150,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Notes Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $294 million aggregate principal amount (subject to Section 310 all Senior Indebtedness of the Indenture). This Note is one of Company to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Initial Notes Trustee to give effect to such subordination and any Exchange Notes issued in exchange appoints the Trustee as attorney-in-fact for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariessuch purpose.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4July 24, 1997 1998 (as it may be amended or supplemented from time to time in accordance with "INDENTURE") among the terms thereofCompany, the "Indenture"), among the Company Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. ------ (S)(S) U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the such Act for a statement of those such terms. The Notes Securities are general unsecured obligations of the Company equal in an aggregate principal amount to $150,000,000 and will mature on August 1, 2008. The Securities are general unsecured senior subordinated obligations of the Company limited to $294 150,000,000 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $300.0 million (subject to Section 2.7 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments the issuance or sale of Capital Stock of Restricted Subsidiaries, the Investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4December 1, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of unrestricted Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007, Series D (the "Unrestricted Securities"). The Securities include the Initial Securities and the Exchange Securities. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 250,000,000 aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note is one , provided, however, that no more than $90,000,000 in aggregate principal amount of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued Securities may be authenticated in exchange for up to $90,000,000 in aggregate principal amount of Initial Securities, and no more than (ii) $160,000,000 in Exchange Securities shall be reserved and may be authenticated in exchange for up to $160,000,000 of the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the IndentureSeries A/B Securities. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and the purchase or redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries, certain purchases consolidations, mergers and transfers of all or redemptions of Subordinated Indebtedness, substantially all the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4June 6, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the 92 2 Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 300.0 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and certain of its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4February 21, 1997 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the guarantors party thereto and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 160.0 million aggregate principal amount (subject to Section 310 2.9 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and the Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4December 17, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 55,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.07 of the Indenture). This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities and Private Exchange Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities, the Exchange Securities and the Private Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, Subsidiaries and the redemption of certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments Obligations of the Company and its Restricted Subsidiaries Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with AffiliatesAffiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have guaranteed the Company's obligations under the Indenture on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture Indenture, dated as of November 4May 12, 1997 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), by and among the Company Company, the Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 6 1/2% Senior Subordinated Notes due 2013, Series B, which may be issued under the Indenture. Subject to compliance with Section 4.04 of the Indenture, the Company shall be entitled to issue Additional Securities pursuant to Section 2.17 of the Indenture. The Securities include the Initial Securities (as defined in the Indenture), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined in the Indenture). All Securities issued under the Indenture are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act TIA for a statement of those termsthem. The Notes Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $294 million aggregate principal amount (subject to Section 310 all existing and future Senior Indebtedness of the Indenture). This Note is one of Company to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include Each Holder, by accepting a Security, agrees to such subordination, authorizes the Initial Notes Trustee to give effect to such subordination and any Exchange Notes issued in exchange appoints the Trustee as attorney-in-fact for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariessuch purpose.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4September 19, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 150,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 Sections 2.01 and 2.08 of the Indenture). [This Note Security is one of the Initial Notes Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $100,000,000. The Notes Securities include the Original Securities, up to $50,000,000 aggregate principal amount of additional Initial Notes Securities that may be issued under the Indenture and any Exchange Notes Securities issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights AgreementSecurities. The Original Securities, such additional Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture.] [This Security is one of up to $50,000,000 aggregate principal amount of additional Initial Securities that may be issued 129 6 under the Indenture. The Securities include such additional Securities, the Original Securities in an aggregate principal amount of $100,000,000 previously issued under the Indenture and any Exchange Securities issued in exchange for Initial Securities. The additional Initial Securities, the Original Securities and the Exchange Securities are treated as a single class of securities under the Indenture.] The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. In addition, the The Indenture limits also imposes limitations on the ability of the Company or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the Property of the Company or any Subsidiary Guarantor. To guarantee the due and its Subsidiaries punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to restrict distributions the terms of the Securities and dividends from Restricted Subsidiariesthe Indenture, the Subsidiary Guarantors will unconditionally guarantee the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture Indenture, dated as of November 4April 30, 1997 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), by and among the Company and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 5/8% Senior Subordinated Notes due 2009, Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $100,000,000, which may be issued under the Indenture. The Securities include the 10 5/8% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 'SS''SS' 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders holders of Securities are referred to the Indenture and the Act TIA for a statement of those termsthem. The Notes Securities are general unsecured senior subordinated obligations of the Company limited Company. The Securities are subordinated in right of payment to $294 million aggregate principal amount (subject to Section 310 all Senior Indebtedness of the Indenture). This Note is one of Company to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Initial Notes Trustee to give effect to such subordination and any Exchange Notes issued in exchange appoints the Trustee as attorney-in-fact for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiariessuch purpose.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4December 1, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Initial Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007, Series C (the "Initial Securities"). The Securities include the Initial Securities and the Exchange Securities. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 250,000,000 aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note is one ; provided, however, that (i) no more than $90,000,000 in aggregate principal amount of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued Securities may be authenticated in exchange for up to $90,000,000 of aggregate principal amount of Initial Securities, and no more than (ii) $160,000,000 in Exchange Securities shall be reserved and may be authenticated in exchange for up to $160,000,000 of the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the IndentureSeries A/B Securities. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and the purchase or redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries, certain purchases consolidations, mergers and transfers of all or redemptions of Subordinated Indebtedness, substantially all the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4March 19, 1997 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Guarantors and the Trustee. This Security is one of a duly authorized issue of Initial Securities of the Company designated as its 12% Senior Subordinated Notes due 2009 (the "Initial Securities"). The Securities include the Initial Securities, the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Rights Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 150,000,000 aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note is one , A-7 $100,000,000 aggregate principal amount of which was issued on the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the IndentureIssue Date. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and the purchase or redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtednessrestricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its the Restricted Subsidiaries Subsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have unconditionally guaranteed the Obligations on a SENIOR SUBORDINATED basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4February 10, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 100 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4July 25, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 150,000,000 aggregate principal amount at any one time outstanding (subject to Section 310 2.07 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on, and the purchase acquisitions or redemption retirements of, the Capital Stock and Subordinated Obligations of the Company and its Restricted Subsidiaries, certain purchases or redemptions the incurrence by the Company and its Restricted Subsidiaries of Subordinated IndebtednessLiens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and Capital Stock stock of Restricted Subsidiaries of the Company, investments by the Company and its Restricted Subsidiaries, investments the lines of business in which the Company and its Restricted Subsidiaries may operate, consolidations, mergers and transfers of all or substantially all of the Company's property and assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of Restricted Subsidiaries. The Indenture also imposes certain obligations with respect to the payment of Additional Amounts.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 421, 1997 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to an aggregate deemed issue price of $294 million 56,250,000 and which will represent an aggregate principal amount as of the Scheduled Maturity Date of the Securities of approximately $105,374,169 (subject to Section 310 2.7 of the Indenture). This Note Security is one on2e of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights AgreementIndenture. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness 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 Restricted Subsidiaries, Subsidiaries of Liens on its property and assets which do not equally and ratably secure the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessSecurities, the sale or transfer of assets and Capital Stock of Restricted SubsidiariesSubsidiary Stock, investments by the Company, consolidations, mergers and transfers of all or substantially all of the Company and its Restricted Subsidiaries Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4February 17, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the 100 2 "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 100 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and certain of its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4June 15, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company Company, the Subsidiary Guarantors and the Trustee. This Security is one of a duly authorized issue of Initial Securities of the Company designated as its 10 1/8% Senior Subordinated Notes due 2007 (the "Initial Securities"). The Securities include the Initial Securities, the Exchange Securities (as defined in the Indenture) and the Unrestricted Securities, as defined below, issued in exchange for the Initial Securities pursuant to the Registration Agreement or, with respect to the Initial Securities issued under the Indenture subsequent to the Issue Date, a registration agreement substantially identical to the Registration Agreement with the Initial Purchasers. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Section. 77aaa-77bbbb) as in effect on the date of the Indenture (the "ActTIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act TIA for a statement of those terms. Any conflict between this Security and the Indenture will be governed by the Indenture. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million 160,000,000 aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 existence of liens, the payment of dividends on, and the purchase or redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries, certain purchases consolidations, mergers and transfers of all or redemptions of Subordinated Indebtedness, substantially all the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May 21, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 120 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4July 20, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act▇▇▇"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 100.0 million aggregate principal amount (subject to Section 310 SECTION 2.9 of the Indenture). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $100.0 million (subject to SECTION 2.9 of the Indenture). This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 4May 21, 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 120 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 412, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 150 million aggregate principal amount (subject to Section 310 2.7 of the Indenture). This Note Security is one of the Initial Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. 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 on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated IndebtednessObligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Domestic Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Company issued the Notes Securities under an Indenture dated as of November 412, 1997 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Trust Indenture Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Notes Securities are general unsecured senior subordinated obligations of the Company limited to $294 million aggregate principal amount (subject to Section 310 of the Indenture)Company. This Note The Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.15 of the Indenture and any Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes Securities, any Additional Securities and the Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries subsidiaries to restrict distributions create liens, enter into sale and dividends from Restricted Subsidiarieslease-back transactions and enter into mergers and consolidations.

Indenture. The Company issued the Junior Subordinated Notes under an Indenture dated as of November 4September 30, 1997 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Junior Indenture"), among the Company Company, the Initial Guarantors and the Trustee. The terms of the Junior Subordinated Notes include those stated in the Junior Indenture and those made part of the Junior Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Junior Indenture (the "Act"). Capitalized terms used herein Terms defined in the Junior Indenture and not defined herein have the meanings ascribed thereto in the Junior Indenture. The Junior Subordinated Notes are subject to all such terms, and Noteholders securityholders are referred to the Junior Indenture and the Act for a statement of those terms. The Junior Subordinated Notes are general unsecured senior Junior subordinated obligations of the Company limited to $294 million Company. The aggregate principal amount of Junior Subordinated Notes at any time outstanding may not exceed the sum of (subject i) $40,000,000 plus (ii) the aggregate principal amount of Additional Junior Subordinated Notes issued by the Company pursuant to Section 310 the terms of the IndentureJunior Indenture in respect of interest accrued on outstanding Junior Subordinated Notes (including outstanding Additional Junior Subordinated Notes). This Note security is one of the Initial Junior Subordinated Notes referred to in the Junior Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Junior Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, subsidiaries; the payment of dividends on, and other payments by the purchase or redemption of, Capital Stock Company and its subsidiaries; Investments; sales of assets of the Company and its Restricted Subsidiaries, subsidiaries; certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the Company and its Restricted Subsidiaries and transactions with Affiliates; Liens; and consolidations, mergers and transfers of all or substantially all of the Company's or its subsidiaries' assets. In addition, the Junior Indenture limits the ability of the Company and its Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiariessubsidiaries.