Common use of Form and Dating Clause in Contracts

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of -------------------- authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements which are appropriate and consistent with this Indenture required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), ----------------- registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore -------- Global Notes"), registered in the name of the nominee of the Depositary, ------------ deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Notes may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes")as hereinafter provided. Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore -------- Physical Notes"). -------------- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes -------------- and the Offshore Global Notes are sometimes referred to herein as the "Global ------ Notes." ----- The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Notes in registered form, substantially in the form set forth in Exhibit A hereto (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C. Notes offered and sold in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent Global Notes deposited with the Trustee, as custodian for the Depository, duly execrated by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Global Notes deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C or shall be issued in the form of certificated Notes in registered form set forth in Exhibit A hereto (the "Offshore Physical Notes"). The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on any exemption from registration under the Securities Act other than pursuant to Rule 144A or Rule 501(a)(1), (2), (3) or (7) or Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeissued, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued Rule 144A and Rule 501(a)(1), (2), (3) or (7) maybe issued, in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A hereto (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes of each series and the Trustee's certificate of authentication for each series of Notes shall be substantially in the form annexed hereto as Exhibit A Exhibits A-1 and A-2 with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes for each series in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes for each series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes for each series in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Notes for each series may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes")as hereinafter provided. Notes issued pursuant to Section 2.07 2.7 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes for such series in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes for a series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the such Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication with respect thereto shall be substantially in the form annexed hereto as set forth in Exhibit A with such appropriate insertionsA, omissions, substitutions which is incorporated in and other variations as are required or permitted by forms a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage to which the Company Issuer is subject or usagesubject. The Company Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”) shall approve bear the Private Placement Legend and include the form of assignment set forth in Exhibit B, Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the Private Placement Legend and include the form of assignment set forth in Exhibit B and Notes and any notationdistributed in Canada, legend or endorsement on if any, shall bear the Legend Applicable to Canadian Holders set forth in Exhibit G. Notes transferred pursuant to Section 2.17(a) (“Other Notes”) shall be represented by a Physical Note bearing the Private Placement Legend. Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, Exchange Notes issued by the Issuer shall be substantially in the form set forth in Exhibit A (but shall not contain paragraph 11 thereof). Exchange Notes issued to Holders in Canada shall bear the Legend Applicable to Canadian Holders set forth in Exhibit G. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer, any Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in However, to the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name extent any provision of the nominee of the Depositary, deposited Notes conflicts with the Trusteeprovisions of this Indenture, as custodian for the Depositary, duly executed by the Company provisions of this Indenture shall govern and authenticated by the Trustee as hereinafter providedbe controlling. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by presented for registration of transfer and exchange at the Officers executing such Notes, as evidenced by their execution offices of such Notesthe Registrar.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and any Subsidiary Guarantees entered into pursuant to Section 4.15 shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. 144A Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form set forth in Exhibit A (the "IAI Global Note," and, together with the 144A Global Note and the Regulation S Global Note, the "Initial Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the "Global Notes"). The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “8.000% Senior Notes Due 2016”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements. The Stated Maturity of the Notes shall be December 15, 2016. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office. The Notes shall bear interest at the rate of 8.000% per annum from and including the Closing Date, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be June 15 and December 15 of each year, beginning on June 15, 2010, and the Trustee's certificate of authentication record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding June 1 and December 1, respectively, whether or not a Business Day. The Notes will be issued in the form of one or more Global Securities substantially in the form annexed hereto as of Exhibit A hereto, duly executed by the Company and authenticated by the Trustee as provided in the Indenture and deposited with the Trustee as custodian for the Depositary or its nominee. Except as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests in a Global Security upon written request in accordance with the Applicable Procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (A) the Company advises the Trustee in writing that DTC is no longer willing or able to discharge its responsibilities properly or that DTC is no longer a registered clearing agency under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such appropriate insertionsnotice, omissions(B) an Event of Default has occurred and is continuing and DTC has notified the Company and the Trustee of its desire to exchange the Global Securities for Definitive Notes, substitutions or (C) subject to DTC’s rules, the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that the Company has elected to terminate the book-entry system through DTC with respect to such Global Securities. In the event of the occurrence of any of the events specified in this paragraph, the Company shall promptly make available to the Trustee an adequate supply of Definitive Notes in the form consistent with Exhibit A hereto. At such time as all beneficial interests in a particular Global Security have been exchanged for a Global Security or Definitive Notes or all Notes represented by a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security will be returned to or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Notes, the principal amount of Notes represented by such Global Security will be reduced accordingly and an endorsement will be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other variations Global Security will be increased accordingly and an endorsement will be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. All Global Securities and Definitive Notes issued upon any registration of transfer or exchange of Global Securities or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as are required the Global Securities or permitted by this IndentureDefinitive Notes surrendered upon such registration of transfer or exchange. The Trustee will authenticate Global Securities and Definitive Notes, if any, in accordance with the provisions of Section 2.02 hereof. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall will constitute, and are hereby expressly made, a part of this Indenture. To Supplemental Indenture and the extent applicableCompany, the Company Subsidiary Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in However, to the form extent any provision of one or more permanent global Notes in registered form, substantially in any Note conflicts with the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name express provisions of the nominee Indenture, the provisions of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Indenture shall govern and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notescontrolling." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary a single permanent global Notes Note in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global NotesNote"), registered in the name of the nominee of the Depositary, ) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Note may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes Note and the Offshore Global Notes Note are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Guaranty from each of the Guarantors existing on the Closing Date endorsed thereon substantially in the form of Exhibit D. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Guaranties shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. “144A Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuers (and having an executed Guaranty from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form of Exhibit A (the “Regulation S Global Note” and, together with the 144A Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guaranty from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes issued after the Closing Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guaranty from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any, (the "U.S. “Physical Notes"”). Additional Notes ranking pari passu with the Initial Notes (as defined in Section 2.02) may be created and issued pursuant from time to Section 2.07 in exchange for interests in time by the Offshore Global Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues) as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.08. Except as described under Article Nine, the Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to the Notes; provided further that if the Additional Notes are not fungible with the Notes for U.S. Federal income tax purposes the Additional Notes will have a separate CUSIP number, if applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually issued. With respect to any Additional Notes issued subsequent to the date of this Indenture notwithstanding anything else herein, (1) all references in Exhibit A herein and elsewhere in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Notes, (2) any references in Exhibit A and elsewhere in this Indenture to the Exchange Offer and Exchange Securities, and any other term related thereto shall be to such term as they are defined in such registration rights agreement entered into with respect to such Additional Notes, (3) all time periods described in the form Notes with respect to the registration of permanent certificated such Additional Notes shall be as provided in registered form substantially in the form such Registration Rights Agreement entered into with respect to such Additional Notes and (4) any Additional Interest may, if set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Registration Rights Agreement, be paid to the holders of the Additional Notes and U.S. Physical Notes are sometimes collectively herein referred immediately prior to as the "Physical Notes." The U.S. Global Notes and making or the Offshore Global Notes are sometimes referred to herein as consummation of the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination Exchange Offer regardless of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notesprovisions regarding record dates herein.

Form and Dating. The Notes Initial Securities, the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes Exchange Securities, the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company Company, the Guarantors and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes Securities and the Subsidiary Guarantees, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes notes in registered form, in substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Offshore Physical NotesSecurities"). Notes issued pursuant to Section 2.07 Securities offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes Securities in registered form form, in substantially in the form set forth in Exhibit A (the "Offshore U.S. Physical NotesSecurities"). The Offshore Physical Notes Securities and the U.S. Physical Notes Securities are sometimes collectively herein referred to as the "Physical NotesSecurities"." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as Exhibit A with A, in the case of the Global Note, and Exhibit B, in the case of a Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), registered in the name of the a nominee of the DepositaryDepository, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. a Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, Registrar as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal which are transferred to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D Institutional Accredited Investors which are not QIBs shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A B (the "U.S. Physical Certificated Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes")Certificated Note. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printedprinted (commercially or otherwise), lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve furnish any such legend not contained in Exhibit A to the form of the Notes and any notation, legend or endorsement on the NotesTrustee in writing. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof; provided that the additional Notes issued in lieu of the cash payment of interest on the Notes shall be issued in denominations (rounded, if necessary to the nearest dollar) of $1 and integral multiples thereof, in an aggregate principal amount equal to the amount of interest that would be payable with respect to such Notes if such interest were paid in cash. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the event of a conflict, the terms of the Indenture shall control. Global Notes offered and sold in reliance on Rule 144A shall be issued initially substantially in the form of one or more permanent global Exhibit A attached hereto (including the text referred to in footnote 1 thereto). Notes issued in registered form, certificated form shall be substantially in the form set forth in of Exhibit A attached hereto (but without including the "U.S. text referred to in footnote 1 thereto). Each Global Notes"), registered in the name Note shall represent such of the nominee of outstanding Notes as shall be specified therein and each shall provide that it shall represent the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the U.S. Global aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, thereof as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed required by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes2.06 hereof." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit of EXHIBIT A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication shall be substantially in the form of EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them shall be satisfactory to both the NotesCompany and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit EXHIBITS A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of two or more permanent global Notes (the "GLOBAL NOTES"). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in EXHIBIT A (the " RULE 144A GLOBAL NOTE") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesREGULATION S GLOBAL NOTE"), registered and in the name of the nominee of the Depositary, each case shall be deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Preferred Securities and the Property Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionsA-1 and the Common Securities shall be substantially in the form of Exhibit A-2, omissions, substitutions each of which is hereby incorporated in and other variations as are required or permitted by expressly made a part of this IndentureAgreement. The Notes Securities may be in definitive or global form and may be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to an Administrative Trustee, as evidenced by the execution thereof. The Securities may have notationsletters, CUSIP or other numbers, notations or other marks of identification or designation and such legends or endorsements required by law, stock exchange or quotation system rule, agreements to which the Company Trust is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesTrust). An Administrative Trustee, at the direction of the Sponsor, shall furnish any such legend not contained in Exhibits A-1 or A-2 to the Property Trustee in writing. Each Note Preferred Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, Securities set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and A-2 are hereby expressly made, a part of the terms of this Indenture. To Agreement and to the extent applicable, the Company Property Trustee and the TrusteeSponsor, by their execution and delivery of this IndentureAgreement, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A The following four paragraphs shall apply only to any Global Preferred Securities: The Preferred Securities shall be issued initially in the form of one or more permanent global Notes Securities in definitive, fully registered form, substantially in form without Distribution coupons with the form appropriate global legends set forth in Exhibit A A-1 hereto (the a "U.S. Global NotesPreferred Security"), which shall be deposited on behalf of the purchasers of the Preferred Securities represented thereby with the Property Trustee, as custodian for the Clearing Agency, and registered in the name of the Clearing Agency or a nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryClearing Agency, duly executed by an Administrative Trustee on behalf of the Company Trust and authenticated by the Property Trustee as hereinafter provided. The aggregate principal amount Global Preferred Security shall represent such of the U.S. outstanding Preferred Security as shall be specified in the "Schedule of Exchanges of Interests of Global Notes may from time to time be increased Preferred Security" attached thereto or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, otherwise in accordance with the instructions given by procedures, of the Holder thereofClearing Agency, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially which, in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company case of a certificate substantially in the form Global Preferred Security that is not a component of Exhibit B heretoa CRESTS Unit, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided initially shall be deposited with the Trustee, as custodian for the Depositary or its nomineehave a zero balance, and the Registrar Property Trustee shall reflect on its books and records make the date and a decrease in necessary endorsement to the principal amount "Schedule of Exchanges of Interests of Global Preferred Security" or otherwise comply with the procedures of the Temporary Offshore Clearing Agency to increase the number of outstanding Preferred Securities represented by a Global Notes Preferred Security that is not a component of a CRESTS Unit upon a separation of a CRESTS Unit in an amount equal accordance with the Unit Agreement. The Property Trustee shall make such other necessary endorsements to the principal amount Global Preferred Security to reflect the appropriate number of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes")outstanding Preferred Securities represented thereby. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination Holder of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.a

Form and Dating. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them shall be satisfactory to both Case New Holland and the NotesTrustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Case New Holland and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of two or more permanent global Notes (the "Global Notes"). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the " Rule 144A Global Note") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Regulation S Global NotesNote"), registered and in the name of the nominee of the Depositary, each case shall be deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Case New Holland and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. “144A Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single global Note in registered form, substantially in the form of Exhibit A (the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Note,” and, together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any, (the "U.S. “Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, form substantially in the form set forth in Exhibit A (the "“U.S. Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary a single permanent global Notes Note in registered form substantially in the form set forth in Exhibit A (the "Temporary “Offshore Global Notes"), registered in the name of the nominee of the Depositary, Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Note may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "“U.S. Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "“Offshore Physical Notes"”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "“Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes." ”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as Exhibit A with A, in the case of the Restricted Global, Exhibit B, in the case of the Regulation S Global, and Exhibit C, in the case of a U.S. Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Exhibits A, B and C shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesRESTRICTED GLOBAL"), registered in the name of the a nominee of the DepositaryDepository, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. a Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, Registrar as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A B (the "Temporary Offshore Global NotesTEMPORARY REGULATION S GLOBAL"), ) registered in the name of the a nominee of the DepositaryDepository for the accounts of Euroclear and Cedelbank, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4following July 28, 19981999, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B D hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A B (the "Permanent Offshore Global Notes"; and PERMANENT REGULATION S GLOBAL" and, together with the Temporary Offshore Global NotesRegulation S Global, the "Offshore Global NotesREGULATION S GLOBAL") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar Depository which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Regulation S Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Regulation S Global Notes transferred. The aggregate principal amount of a Regulation S Global may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depository or its nominee, as herein provided. Notes offered and sold in reliance on Regulation D which are transferred to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A C (the "U.S. Physical NotesCERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Regulation S Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A C (the "Offshore Physical NotesREGULATION S CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Restricted Global shall be in the form of the U.S. Certificated Note. The Offshore Physical Regulation S Certificated Notes and the U.S. Physical Certificated Notes are sometimes collectively referred to herein as the "CERTIFICATED NOTES." The Restricted Global and Regulation S Global are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global NotesGLOBAL NOTES." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Series A Notes and the Trustee's ’s certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Series B Notes and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which those set forth in Exhibit A or Exhibit B hereto, as the Company is subject or usagecase may be. The Company notation on each Note relating to the Guarantees shall approve be substantially in the form of the Notes and any notation, legend or endorsement set forth on the NotesExhibit C hereto. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and the extent applicable, the Company Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. “Rule 144A Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount of the U.S. Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more a single temporary global Notes Note in registered form form, substantially in the form set forth in Exhibit A (the "“Temporary Offshore Regulation S Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.6(h). At any time on or following 40 days after August 4, 1998the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company Issuers of a duly executed certificate substantially in the form of Exhibit B D(1) hereto, one or more a single permanent global Notes Global Note in registered form substantially in the form set forth in Exhibit A (the "“Permanent Offshore Regulation S Global Notes"; Note,” and together with the Temporary Offshore Regulation S Global NotesNote, the "Offshore “Regulation S Global Notes"Note”) duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Regulation S Global Notes Note in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Regulation S Global Notes Note transferred. Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the "“U.S. Physical Certificated Notes"”). Notes issued pursuant to Section 2.07 2.6 in exchange for interests in the Offshore Rule 144A Global Notes Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "“Offshore Physical Certificated Notes"”). The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "Physical “Certificated Notes." ” The U.S. Rule 144A Global Notes Note and the Offshore Regulation S Global Notes Note are sometimes referred to herein as the "“Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.”

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. 32 26 Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (collectively, the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, ) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4following the later of the Separation Date and April 15, 19981997 (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." ". The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes"." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Second Priority Securities and the Trustee's ’s certificate of authentication authentication, in respect thereof, shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. A. The Notes Second Priority Securities may have notations, legends or endorsements required by law, stock exchange agreements to which rule or usage or the Company is subject or usageterms hereof. The Company shall approve the form of the Notes Second Priority Securities and any notation, legend or endorsement on thereon. Any such notations, legends or endorsements not contained in the Notesform of the Second Priority Security attached as Exhibit A shall be delivered in writing to the Trustee. Each Note Second Priority Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Second Priority Securities shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Each Global Security shall represent such of the outstanding Second Priority Securities as shall be issued initially in specified therein and each shall provide that it shall represent the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Second Priority Securities from time to time endorsed thereon and that the U.S. Global Notes aggregate principal amount of outstanding Second Priority Securities represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions and issuances of Additional Second Priority Securities. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Second Priority Securities represented thereby shall be made by adjustments made on the records Trustee or the Second Priority Securities Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Second Priority Holder thereof, thereof as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed required by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes2.6 hereof." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, each of the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesGLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global NotesOFFSHORE GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Notes may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesPHYSICAL NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesOFFSHORE PHYSICAL NOTES"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." PHYSICAL NOTES". The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." GLOBAL NOTES". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions of EXHIBIT A. The Exchange Notes and other variations as are required or permitted by this Indenture. the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT B. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the NotesNotes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Immediately after the Effective Time, the Company shall cause each Note to have an executed Note Guarantee from each Subsidiary Guarantor endorsed thereon or attached thereto substantially in the form of EXHIBIT E hereto. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit EXHIBITS A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in their initial distribution to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered formnotes, substantially in the form set forth in Exhibit EXHIBIT A (the "U.S. Global NotesNote"), which shall be registered in the name of the Depository or its nominee of the Depositary, and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct), and shall bear such applicable legends as are provided for in Section 2.15. The aggregate principal amount of the U.S. Global Notes Note may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, in accordance connection with a corresponding decrease or increase in the instructions given by aggregate principal amount of the Holder thereof, as hereinafter providedTemporary Regulation S Global Notes or the Permanent Regulation S Global Note. Notes offered and sold in offshore transactions in reliance on Regulation S shall initially be issued initially in the form of one or more temporary global Global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), which shall be registered in the name of the Depository or its nominee of the Depositary, and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt for credit by the Trustee Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct), provided that upon such deposit all such Notes shall be credited to or through accounts maintained at the Depository by or on behalf of Euroclear or CEDEL. Until such time as the Restricted Period shall have expired, such temporary Global Notes shall be referred to herein as a "Temporary Regulation S Global Note." After such time as the Restricted Period shall have expired and the Company of a certificate substantially certifications referred to below in the form next succeeding paragraph shall have been provided, interests in such Temporary Regulation S Global Notes shall be exchanged (as initiated by the beneficial owners of Exhibit B heretointerests therein) for interests in like Global Notes, one or more permanent global Notes referred to herein collectively as the "Permanent Regulation S Global Note," in registered form substantially in the form set forth in Exhibit A (EXHIBIT A, with such applicable legends as are provided for in Section 2.15. Such Permanent Regulation S Global Notes shall be registered in the "Permanent Offshore Global Notes"; name of the Depository or its nominee and together deposited with the Temporary Offshore Global NotesTrustee, as custodian for the "Offshore Global Notes") Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided shall provided, for credit to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The aggregate principal amount of the Temporary Regulation S Global Note or the Permanent Regulation S Global Note may be deposited with increased or decreased from time to time by adjustments made on the records of the Trustee, as custodian for the Depositary Depository, as hereinafter provided. Interests in a Temporary Regulation S Global Note may be exchanged for interests in a Permanent Regulation S Global Note only after (a) the expiration of the Restricted Period, (b) delivery by a beneficial owner of an interest therein to Euroclear or its nomineeCEDEL of a written certification (an "Owner Securities Certification") substantially in the form of EXHIBIT F hereto, and (c) upon delivery by Euroclear or CEDEL to the Registrar shall reflect on its books and records the date and Trustee of a decrease written certification (a "Depository Securities Certification") substantially in the principal amount form attached hereto as EXHIBIT G. Upon receipt by the Trustee of the Depository Securities Certification and the notification from the Depository described in clause (iv) of the next succeeding paragraph, the Trustee will exchange the portion of the Temporary Offshore Regulation S Global Notes Note covered by such certification for interests in a Permanent Regulation S Global Note. The delivery by such holder of a beneficial interest in such Temporary Regulation S Global Note of such certification shall constitute an amount equal irrevocable instruction by such holder to Euroclear or CEDEL, as the principal amount of the case may be, to exchange such holder's beneficial interest in the Temporary Offshore Regulation S Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued Note for a beneficial interest in the form Permanent Regulation S Global Note upon the expiration of permanent certificated Notes the Restricted Period in registered form in substantially accordance with the form set forth in Exhibit A (the "U.S. Physical Notes")next succeeding paragraph. Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.Upon:

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesGLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global NotesTEMPORARY OFFSHORE GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4following July 22, 19981998 (the "OFFSHORE NOTES EXCHANGE DATE"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global NotesPERMANENT OFFSHORE GLOBAL NOTES"; and together with the Temporary Offshore Global Notes, the "Offshore Global NotesOFFSHORE GLOBAL NOTES") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesPHYSICAL NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesOFFSHORE PHYSICAL NOTES"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." PHYSICAL NOTES". The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." GLOBAL NOTES". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Securities and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes Securities may have --------- notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its issuance and show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. --------- The terms and provisions contained in the form of Securities and the Notes annexed hereto as Exhibit A Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A 144 and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the DepositaryA, deposited with the Trustee, as custodian for the DepositaryDepository, duly --------- executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the U.S. Global Notes Securities may from time --------- to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Security pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A --------- (the "U.S. Physical NotesSecurities"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.-------------------

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Notes, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the DepositaryA, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant ) and shall, to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in extent applicable, bear the form of permanent certificated Notes in registered form substantially in the form legends set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.B.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated show the date of its authentication. Each Note shall have an executed notation of Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuers, the Parent Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. “Initial Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Common Depositary, duly executed by the Company Issuers (and having an executed notation of Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee or Authenticating Agent as hereinafter providedprovided and shall bear the legend set forth in Exhibit B. The Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Common Depositary, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee or Authenticating Agent as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, Transfer Agent as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 3.14 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the "U.S. “Physical Notes"”). Additional Notes ranking pari passu with the Initial Notes may be created and issued pursuant from time to Section 2.07 in exchange for interests in time by the Offshore Global Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues) as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be in subject to the form of permanent certificated Notes in registered form substantially in Issuers’ compliance with Section 5.08. Except as described under Article X, the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Initial Notes and U.S. Physical any Additional Notes subsequently issued under this Supplemental Indenture will be treated as a single class for all purposes under this Supplemental Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to the Notes; provided further that if the Additional Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which not fungible with the Notes may be listed for U.S. Federal income tax purposes the Additional Notes will have a separate ISIN number or by usageCommon Code, if applicable. Unless the context requires otherwise, references to “Notes” for all as determined by the Officers executing such Notes, as evidenced by their execution purposes of such Notesthis Supplemental Indenture include any Additional Notes that are actually issued.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionshereto, omissionsprovided, substitutions that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes, the notation thereon relating to the Guarantees, if any, and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Upon consummation of the Merger, each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 144A, Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the form set forth in Exhibit A (Registration Rights Agreement to be complied with by the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes Company and the Offshore Global Notes are sometimes referred to herein as the "Global NotesSubsidiary Guarantors have been so complied with." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The aggregate principal amount of the Notes shall be no greater than $194,664,836 plus the aggregate principal amount of all PIK Notes issued hereunder. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the DepositaryDepository, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S Except as provided below, each PIK Note issued hereunder shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes")Note, registered in the name of the nominee of the DepositaryDepository, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially Notes issued pursuant to Section 2.07 in exchange for interests in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests HLHZ shall have its interest represented by a Physical Note in the Offshore Global principal amount of $1,173,836. HLHZ shall receive its PIK Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore additional Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's authentication agent’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, by stock exchange agreements to which FelCor LP or the Company is Guarantors are subject or by usage. The Company FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, FelCor LP, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (collectively, the "“U.S. Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the TrusteeRegistrar, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter providedprovided (but in no event may such amount exceed the aggregate principal amount of Notes authenticated pursuant to Section 2.03 and then outstanding pursuant to Section 2.10). Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "“Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, ”) deposited with the TrusteeRegistrar, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided. At any time on or after August 4, 1998following 40 days from the initial issuance of a series of notes (the “Offshore Notes Exchange Date”), upon receipt by the Trustee and the Company FelCor LP of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "“Permanent Offshore Global Notes"; ,” and together with the Temporary Offshore Global Notes, the "“Offshore Global Notes"”) duly executed by the Company FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided shall be deposited with the Trustee, Registrar as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "“U.S. Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore “Off-shore Physical Notes"”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "“Physical Notes." ” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "“Global Notes." ” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureB hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes, substantially in the form set forth in Exhibit B hereto (the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit A hereto Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit B (the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit A. The initial offer and resale of the Notes shall not be to Institutional Accredited Investors. The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit B (the “IAI Global Note” and, together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit A. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the DepositaryB, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”). The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (B and shall bear the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form applicable legend, if any, set forth in Exhibit A (the "Offshore “Physical Notes"”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto (“Global Notes”). The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or DTC rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and originally sold in reliance on Rule 144A to QIBs shall be issued initially in the form of one or more permanent global Notes notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. “QIB Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the U.S. form set forth in Exhibit A (the “IAI Global Notes may from time to time be increased or decreased by adjustments made on the records of Notes”), deposited with the Trustee, as custodian for the Depositary or its nomineeDTC, in accordance with the instructions given duly executed by the Holder thereof, Issuer and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes notes in registered form form, substantially in the form set forth in Exhibit A (the "Temporary Offshore “Regulation S Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be deposited with applicable to transfers of beneficial interests in the Regulation S Global Note that are held by participants through Euroclear or Clearstream. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas hereinafter provided. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers Officer executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication shall be substantially in the form annexed hereto of Exhibits A or B, as Exhibit A with such appropriate insertionsapplicable. The New Notes and the notation relating to the Trustee's certificate of authentication shall be substantially in the form of Exhibits C or D, omissions, substitutions and other variations as are required or permitted by this Indentureapplicable. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A Exhibits A, B, C or D, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes (including the Guarantees thereon) will initially be represented by the Initial Global Notes. Notes offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued initially in the form of as one or more registered global notes, in temporary global form without interest coupons. Such Initial Global Notes in temporary form shall be referred to collectively herein as the "Regulation S Temporary Global Note." Beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in a corresponding permanent global note or notes within a reasonable period after the expiration of the Distribution Compliance Period (as defined below) upon delivery of the certification contemplated by Exhibit G. Such Initial Global Notes in registered form, substantially in the permanent form set forth in Exhibit A (shall be referred to collectively herein as the "U.S. Regulation S Permanent Global NotesNote" and, together with the Regulation S Temporary Global Note, each a ")Regulation S Global Note". Each Regulation S Global Note shall be deposited upon issuance with the Common Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryCommon Depositary or its nominee, duly executed by the Company Issuer and each Guarantor and authenticated by the Trustee or an Authenticating Agent as hereinafter providedprovided herein, for credit to the respective accounts of the purchasers at Euroclear and Clearstream (or such other accounts as they may direct). The aggregate principal amount of the U.S. Regulation S Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar, as custodian hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of any of the Rule 144A Global Notes or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not U.S. Notes shall collectively be referred to herein as the "Regulation S Notes." Prior to the 40th day after the later of the commencement of the Offering and the date the Initial Notes were issued (the "Distribution Compliance Period"), interests in the Regulation S Temporary Global Note may only be held through Euroclear or Clearstream unless exchanged for interests in the Depositary or its nominee, Rule 144A Global Note in accordance with the instructions given by the Holder thereof, as hereinafter providedtransfer and certification requirements described in Section 2.7. Notes offered and sold in offshore transactions their initial distribution in reliance on Regulation S Rule 144A shall be initially issued initially as two or more global notes in registered, global form without interest coupons, substantially in the form of one or more temporary global Notes in registered form substantially in the form set forth Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as the "Rule 144A Global Notes." Notes initially offered and sold in reliance on Rule 144A to holders electing settlement through DTC (the "Temporary Offshore DTC Rule 144A Global NotesNote")) shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, at its New York office, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or Authenticating Agent as provided herein. Notes initially offered and sold in reliance on Rule 144A to holders electing settlement through Euroclear or Clearstream (the "European 144A Global Note") shall be deposited on behalf of the holders of the Notes represented thereby with the Common Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryCommon Depositary or its nominee, duly executed by the Company Issuer and authenticated by the Trustee or an Authenticating Agent as hereinafter provided. At any time on or after August 4provided herein, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal credit to the principal amount accounts of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered Euroclear and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A Clearstream (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"or such other accounts as they may direct). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as DTC Rule 144A Global Note the "Physical Notes." The U.S. European Rule 144A Global Notes Note and the Offshore Regulation S Global Notes are sometimes Note, shall collectively be referred to herein as the "Global Notes." The definitive DTC Rule 144A Global Note, the European Rule 144A Global Note and all other Initial Notes evidencing the debt, or any portion of the debt, initially evidenced by such Rule 144A Global Note or European Rule 144A Global Note, shall collectively be typedreferred to herein as the "U.S. Notes." The aggregate principal amount of the DTC Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, printed, lithographed as hereinafter provided (or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules issue of any securities depositary a further DTC Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of any securities exchange on which the European Rule 144A Global Note or the Regulation S Global Note or in consequence of the issue of Definitive Notes may be listed or by usage, all as determined by the Officers executing such additional U.S. Notes, as evidenced hereinafter provided. The aggregate principal amount of the European Rule 144A Global Note may from time to time be increased or decreased by their execution adjustments made on the records of such the Registrar as hereinafter provided (or by the issue of a further European Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of any of the DTC Rule 144A Global Note or the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional U.S. Notes, as hereinafter provided.

Form and Dating. The Notes Exchange Debentures and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionshereto, omissions, substitutions the terms of which are incorporated herein and other variations as are required or permitted by made part of this Exchange Debenture Indenture. The Notes Exchange Debentures may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note Exchange Debenture shall be dated the date of its issuance and shall show the date of its authentication. The Exchange Debentures will be fully registered as to principal and interest in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Exchange Debentures offered and sold may be issued initially in the form of one or more fully registered global Exchange Debentures (each being called a "Global Exchange Debenture"), with, or on behalf of, The Depository Trust Company and registered in the name of Cede & Co., as nominee of the Depository (such nominee being referred to herein as the "Global Exchange Debenture Holder"), or will remain in the custody of the Registrar pursuant to the Fast Balance Certificate Agreement between the Depository and the Registrar and shall bear the legend set forth as Exhibit B. Except as set forth in Section 2.6, the Global Exchange Debenture may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Exchange Debentures shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Exchange Debenture Indenture and the Company and the Trustee, by their execution and delivery of this Exchange Debenture Indenture, expressly agree to such terms and provisions and (as to the Trustee, to the extent such terms and provisions pertain to the Trustee) to be bound thereby. Notes offered and sold Exchange Debentures issued in reliance on Rule 144A global form shall be issued initially substantially in the form of one or more permanent global Notes Exhibit A attached hereto (including the legend on Exhibit B). Exchange Debentures issued in registered form, certificated form shall be substantially in the form set forth in of Exhibit A attached hereto (but without including the "U.S. legend on Exhibit B). Each Global Notes"), registered in the name Exchange Debenture shall represent such of the nominee of outstanding Exchange Debentures as shall be specified therein and each shall provide that it shall represent the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Exchange Debentures from time to time endorsed thereon and that the U.S. Global Notes aggregate amount of outstanding Exchange Debentures represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Exchange Debenture to reflect the amount of any increase or decrease in the amount of outstanding Exchange Debentures represented thereby shall be made by adjustments made on the records Trustee or the Exchange Debenture Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, thereof as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed required by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes2.6 hereof." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Original 2016 Notes, Initial 2016 Notes and any Additional 2016 Notes (if issued as Transfer Restricted Notes) and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Original Floating Rate Notes, Initial Floating Rate Notes and any Additional Floating Rate Notes (if issued as Transfer Restricted Notes) and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange 2016 Notes, any Additional 2016 Notes issued other than as Transfer Restricted Notes and the Trustee's certificate of authentication for each shall each be substantially in the form annexed hereto of EXHIBIT C hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Floating Rate Notes, any Additional Floating Rate Notes issued other than as Exhibit A with such appropriate insertionsTransfer Restricted Notes and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT D hereto, omissions, substitutions which is hereby incorporated in and other variations as are required or permitted by expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company Issuer or any Guarantor, if any, is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuer). Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes issuable only in registered form substantially without interest coupons and only in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name minimum denominations of the nominee $2,000 and any integral multiple of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes$1,000." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. Provisions relating to the Senior Subordinated Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Subordinated Notes Indenture. The (i) Senior Subordinated Notes and the Trustee's ’s certificate of authentication and (ii) any Additional Senior Subordinated Notes (if issued as Senior Subordinated Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionshereto, omissions, substitutions which is hereby incorporated in and other variations as are required or permitted by expressly made a part of this Senior Subordinated Notes Indenture. The Senior Subordinated Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company any Issuer or any Subordinated Guarantor is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuers). Each Senior Subordinated Note shall be dated the date of its authentication. The terms Senior Subordinated Notes shall be issuable only in registered form without interest coupons and provisions contained in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Global Securities shall be in registered form without interest coupons and the Definitive Securities shall be in registered form without interest coupons. Each Global Security shall represent such of the outstanding Senior Subordinated Notes as shall be specified in the form “Schedule of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part Exchanges of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially Interests in the form of one or more permanent global Notes in registered form, substantially in Global Security” attached thereto and each shall provide that it shall represent up to the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Senior Subordinated Notes from time to time endorsed thereon and that the U.S. Global aggregate principal amount of outstanding Senior Subordinated Notes represented thereby may from time to time be increased reduced or decreased increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Subordinated Notes represented thereby shall be made by adjustments made on the records Trustee or the Registrar, at the direction of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, thereof as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed required by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes2.03 hereof." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Securities and the Exchange Securities, and the notation relating to the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertionsof Exhibits A-1 and A-2, omissions, substitutions and other variations as are required or permitted by this Indenturerespectively. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule, depository rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Securities, annexed hereto as Exhibit A Exhibits A-1 and A-2, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall or in reliance on any other exemption from registration under the Securities Act may be issued initially in the form of one or more permanent global Notes Global Securities in registered form, substantially in the form set forth in Exhibit A A-1 (the "U.S. Global NotesSecurities"), deposited with, or on behalf of, the Depositary and registered in the name of the Cede & Co. or such other nominee, as nominee of the Depositary, deposited with and shall bear the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit B. The aggregate principal amount of the U.S. any Global Notes Security may from time to time be increased or decreased by adjustments made on the records of the TrusteeDepositary and the Registrar, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company . Securities issued in exchange for interests in a Global Security pursuant to Section 2.15 and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes Securities offered and sold in reliance on Regulation D shall any exemption from registration under the Securities Act may be issued in the form of permanent certificated Notes securities in registered form in substantially the form set forth in Exhibit A A-1 (the "U.S. Physical NotesCertificated Securities"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and any Additional Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or DTC rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantor party hereto and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebythereby upon authentication thereof pursuant to this Indenture. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. “144A Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for DTC, and registered in the Depositaryname of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the U.S. form set forth in Exhibit A (the “IAI Global Notes may from time to time be increased or decreased by adjustments made on the records of Notes”), deposited with the Trustee, as custodian for DTC, and registered in the Depositary name of DTC or its nomineethe nominee of DTC, in accordance with the instructions given duly executed by the Holder thereof, Company and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary notes in registered, global Notes in registered form without interest coupons, substantially in the form set forth in Exhibit A (the "Temporary Offshore “Regulation S Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C. During the Restricted Period, beneficial interests in the Regulation S Global Notes may be held only through Euroclear and Clearstream (as indirect participants in DTC), unless transferred to a Person that takes delivery through a Rule 144A Global Note in accordance with the certification requirements set forth in Section 2.16. At any time on or after August 4, 1998, upon receipt by The provisions of the Trustee “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the Company “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by participants through Euroclear or Clearstream. Exchange Notes issued in exchange for a certificate substantially like principal amount of Initial Notes shall be issued initially in the form of Exhibit B hereto, one or more permanent global Notes in registered form Global Notes, substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together B, deposited with the Temporary Offshore Global NotesTrustee, as custodian for the "Offshore Global Notes") Depository, and registered in the name of the Depository or the nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of any Global Note may from time to time be deposited with increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas hereinafter provided. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers Officer executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "“U.S. Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary “Offshore Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Notes may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nomineenominee as hereinafter provided. Notes transferred to Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture, and the Registrar shall reflect on its books and records the date and a decrease or Notes issued pursuant to Section 2.07 in exchange for interests in the principal amount of the Temporary Offshore U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D Notes, shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "“U.S. Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "“Offshore Physical Notes"”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "“Physical Notes." ” The U.S. Global Notes and the Offshore Global Notes are sometimes collectively referred to herein as the "“Global Notes." ” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit D. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. “144A Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form of Exhibit A (the “Regulation S Global Note” and, together with the 144A Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the "U.S. “Physical Notes"”). Additional Notes ranking pari passu with the Initial Notes (as defined in Section 2.02) may be created and issued pursuant from time to Section 2.07 in exchange for interests in time by the Offshore Global Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues) as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.08. Except as described under Article Nine, the Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to the Notes; provided further that if the Additional Notes are not fungible with the Notes for U.S. Federal income tax purposes the Additional Notes will have a separate CUSIP number, if applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually issued. With respect to any Additional Notes issued subsequent to the date of this Indenture notwithstanding anything else herein, (1) all references in Exhibit A herein and elsewhere in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Notes, (2) any references in Exhibit A and elsewhere in this Indenture to the Exchange Offer and Exchange Securities, and any other term related thereto shall be to such term as they are defined in such registration rights agreement entered into with respect to such Additional Notes, (3) all time periods described in the form Notes with respect to the registration of permanent certificated such Additional Notes shall be as provided in registered form substantially in the form such Registration Rights Agreement entered into with respect to such Additional Notes and (4) any Additional Interest may, if set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Registration Rights Agreement, be paid to the holders of the Additional Notes and U.S. Physical Notes are sometimes collectively herein referred immediately prior to as the "Physical Notes." The U.S. Global Notes and making or the Offshore Global Notes are sometimes referred to herein as consummation of the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination Exchange Offer regardless of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notesprovisions regarding record dates herein.

Form and Dating. The 2010 Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed attached hereto as Exhibit A A-1 and the 2008 Notes and the Trustee’s certificate of authentication shall be substantially in the form attached hereto as Exhibit A-2, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or the Guarantor are subject, or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A A-1 and Exhibit A-2 shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Notes, without interest coupons, in registered form, substantially in the form set forth in Exhibit A (the "“U.S. Global Notes"), ”) registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes issued pursuant to Sections 2.06 and 2.07 in exchange for interests in the U.S. Global Notes shall be in the form of permanent certificated Notes, without interest coupons, in registered form (the “U.S. Physical Notes”). Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in registered form substantially in the form set forth in Exhibit A form, without interest coupons (the "Temporary “Offshore Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Notes may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes")as hereinafter provided. Notes issued pursuant to Section Sections 2.06 and 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes Notes, without interest coupons, in registered form (the “Offshore Physical Notes”). Exchange Notes exchanged for interests in the U.S. Global Note and the Offshore Global Note will be issued in the form of a permanent global Note, without interest coupons, substantially in the form of Exhibit A-1 and Exhibit A-2, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Exhibit A Section 2.02 (the "“Exchange Global Note”). The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. Exchange Notes exchanged for interests in a U.S. Physical Note will be issued in the form of permanent certificated Notes, without interest coupons, substantially in the form of Exhibit A-1 and Exhibit A-2 hereto (the “U.S. Physical Exchange Note”). Exchange Notes exchanged for interests in an Offshore Physical Note will be issued in the form of permanent certificated Notes", without interest coupons, substantially in the form of Exhibit A-1 and Exhibit A-2 hereto (the “Offshore Physical Exchange Note”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "“Physical Notes." ” The U.S. Global Notes, the Offshore Global Notes and the Offshore Exchange Global Notes are sometimes referred to herein as the "“Global Notes." ” The definitive Notes of shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's ’s certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionshereto. The Exchange Notes, omissionsthe notation thereon relating to the Guarantees, substitutions if any, and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit A Exhibits A, B and F, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold (1) in reliance on Rule 144A or (2) in reliance on Regulation S shall, unless the applicable Holder requests Notes in the form of Certificated Notes in registered form (“Physical Notes”), which shall be in substantially the form set forth in Exhibit A, be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. “Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Exhibit C. One or more separate Global Notes shall be issued to represent Notes held by (1) Qualified Institutional Buyers (a “Rule 144A Global Note”), and (2) Persons acquiring Notes in reliance on Regulation S (a “Regulation S Global Note”). The Company shall cause the Rule 144A Global Notes and Regulation S Global Notes to have separate CUSIP numbers. The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. All Notes offered and sold in reliance on Regulation D S shall be issued remain in the form of permanent certificated Notes in registered form in substantially a Global Note until the form set forth in Exhibit A (consummation of the "U.S. Physical Notes"). Notes issued Exchange Offer pursuant to Section 2.07 in exchange for interests the Registration Rights Agreement; provided, however, that all of the time periods specified in the Offshore Global Notes shall Registration Rights Agreement to be in complied with by the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes Company and the Offshore Global Notes are sometimes referred to herein as the "Global NotesGuarantors have been so complied with." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Series A Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usagethose set forth in Exhibit A hereto. The Company Series B Notes shall approve be substantially in the form of Exhibit B hereto. The notation on each note relating to the Notes and any notationGuarantees shall be substantially in the form set forth on Exhibit C, legend or endorsement on the Noteswhich is part of this Indenture. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and the extent applicableCompany, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Rule 144A Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more a single temporary global Notes Note in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Regulation S Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or following 40 days after August 4, 1998the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit B D(1) hereto, one or more a single permanent global Notes Global Note in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Regulation S Global Notes"; Note," and together with the Temporary Offshore Regulation S Global NotesNote, the "Offshore Regulation S Global NotesNote") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Regulation S Global Notes Note in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Regulation S Global Notes Note transferred. Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors") shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Certificated Notes"). Notes Securities issued pursuant to Section 2.07 2.6 in exchange for interests in the Offshore Rule 144A Global Notes Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Certificated Notes"). The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "Physical Certificated Notes." The U.S. Rule 144A Global Notes Note and the Offshore Regulation S Global Notes Note are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes."

Form and Dating. The Notes and the Trusteeauthentication agent's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, by stock exchange agreements to which FelCor LP or the Company is Guarantors are subject or by usage. The Company FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, FelCor LP, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (collectively, the "“U.S. Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the TrusteeRegistrar, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "“Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, ”) deposited with the TrusteeRegistrar, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided. At any time on or after August 4, 1998following 40 days from the initial issuance of a series of notes (the “Offshore Notes Exchange Date”), upon receipt by the Trustee and the Company FelCor LP of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "“Permanent Offshore Global Notes"; ,” and together with the Temporary Offshore Global Notes, the "“Offshore Global Notes"”) duly executed by the Company FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided shall be deposited with the Trustee, Registrar as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "“U.S. Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore “Off-shore Physical Notes"”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "“Physical Notes." ” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "“Global Notes." ” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. the Exchange Notes and the Trustee's --------- certificate of authentication shall be substantially in the form of Exhibit B. --------- The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of Securities, annexed hereto as Exhibits A and B, and the Notes Guarantees, annexed hereto as Exhibit A E, shall ---------- - --------- constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes--------- ----------- Securities"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly ---------- executed by the Company Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes Securities in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global NotesSecurities"), registered in the name --------- ------------------------------------ of the nominee of the DepositaryDepository, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Section 2.14. At any time on or after August 4, 1998the 41st day after the Issue Date, upon receipt by the Trustee Trustee, Registrar and the Company Issuer of a certificate substantially in the form of Exhibit B D hereto, one or more permanent global Notes Securities in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes------------------------- Securities"; and together with the Temporary Offshore Global NotesSecurities, the ---------- "Offshore Global NotesSecurities") ), duly executed by the Company Issuer and authenticated by -------------------------- the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary Depository or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes Securities in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes Securities transferred. Notes offered and sold The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in reliance on Regulation D shall exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesSecurities")) ---------------------------- and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Notes Securities and the U.S. Physical Notes Securities are sometimes collectively herein referred to as the "Physical NotesSecurities." The U.S. ------------------- Global Notes Securities and the Offshore Global Notes Securities are sometimes referred to herein as the "Global NotesSecurities." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.-----------------

Form and Dating. The Initial Notes and Additional Notes issued pursuant to a Primary Registered Offering and the Trustee's ’s certificate of authentication related thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. Additional Notes that are Restricted Securities and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication related thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $6.14 and integral multiples thereof. The terms and provisions contained in the form Notes, the forms of the Notes which are annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors, the Collateral Agent and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on of Rule 144A shall be issued initially in the form of one or more permanent global Global Notes in registered form, substantially in the form set forth in Exhibit A B hereto (the "U.S. “Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth on Exhibit C hereto. The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time provided and shall bear the legend set forth on Exhibit C hereto or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially shall be issued in the form of Exhibit B hereto, one or more permanent global certificated Notes in registered form substantially in the form set forth in Exhibit A B hereto (the "Permanent “Offshore Global Physical Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred”). Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A B hereto (the "“U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"”). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "“Physical Notes." The U.S. ” Except as provided in Section 2.06 and 2.14, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of certificated Notes. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Offshore Global Notes are sometimes referred to herein Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the "absolute owner of the Global Notes." The definitive Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall be typedprevent the Company, printedthe Trustee or any agent of the Company or the Trustee from giving effect to any written certification, lithographed proxy or engraved other authorization furnished by the Depository or produced by any combination impair, as between the Depository and its Agent Members, the operation of these methods or may be produced customary practices governing the exercise of the rights of a holder of beneficial interest in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesGlobal Note.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicableany portion of any Note conflicts with the express provisions of this Indenture, however, the provisions of this Indenture shall govern and be controlling. Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesRule 144A Note"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Aggregate principal amount of the U.S. Global Notes Rule 144A Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in registered form substantially in the form set forth in Exhibit A B (the "Temporary Offshore Global NotesRegulation S Note"), registered in the name of the nominee of the Depositary, deposited with the Trusteetrustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any The aggregate principal amount of the Regulation S Note may from time on to time be increased or after August 4, 1998, upon receipt decreased by the Trustee and the Company of a certificate substantially adjustments made in the form records of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, as herein provided. The Rule 144A Note and the Registrar Regulation S Note are sometimes referred to as "Global Notes". Each Global Note authenticated under this Indenture shall reflect on its books be registered in the name of the Depositary or a nominee thereof and records delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. Notwithstanding any other provision in this Indenture or the date Notes, no Global Note may be exchanged, in whole or in part for certificated Notes, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person, other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a decrease successor depositary is not appointed by the Company within 90 days or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (D) the Company in its sole discretion determines that the Global Notes (in whole not in part) should be exchanged for certificated Notes and delivers a written notice to such effect to the Trustee; provided, however, that until expiration of the Restricted Period interests in the Regulation S Note will not be exchangeable for certificated Notes without receipt of certification of non-U.S. beneficial ownership. Any Global Note exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to Clause (C) above may be exchanged in whole or from time to time in part in the manner directed by the Depositary. In the event of the occurrence of any of the events specified in this paragraph, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such denominations as the Temporary Offshore Depositary shall designate and shall bear any legends required hereunder. Any Global Notes Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal thereof shall be reduced, by an amount equal to the principal amount portion thereof to be so exchanged, by means of any appropriate adjustment made on the records of the beneficial interest in Trustee. Upon any such surrender or adjustment, the Temporary Offshore Global Notes transferredTrustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. Notes offered The provisions of the "Operating Procedures of the Euroclear System" and sold in reliance on Regulation D the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream Banking, respectively, shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant applicable to Section 2.07 in exchange for any Global Note insofar as interests in such Global Security are held by the Offshore agent members of Euroclear or Clearstream Banking. Account holders or participants in Euroclear and Clearstream Banking shall have no rights under the Indenture with respect to such Global Notes shall Security, and the Depositary or its nominee may be in treated by the form Company, the Trustee, and any agent of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (Company or the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to Trustee as the "Physical Notes." The U.S. owner of such Global Notes and Security for all purposes whatsoever. Notwithstanding the Offshore Global Notes are sometimes referred foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to herein as the "Global Notes." The definitive Notes shall be typedany written certification, printed, lithographed proxy or engraved or produced by any combination of these methods or may be produced in any other manner permitted authorization furnished by the rules Depositary or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesSecurity.

Form and Dating. The Series A Notes and the Series B Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertionsof Exhibits A-1 and A-2, omissions, substitutions and other variations as are required or permitted by this Indenturerespectively. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Notes in registered form, substantially in the form set forth in Exhibit A A-1 (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by and shall bear the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit B. The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global certificated Notes in registered form substantially in the form set forth in Exhibit A (the A-1(the "Temporary Offshore Global Physical Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the A-1(the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Securities and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note Security shall be dated the date of its authentication. The Securities will be issued in registered form, without coupons. Securities issued in exchange for Exchangeable Preferred Stock will be issued in principal amounts of $1,000 and integral multiples thereof to the extent possible, and will also be issued in principal amounts less than $1,000 so that each holder of Exchangeable Preferred Stock will receive certificates representing the entire amount of Securities to which such holder's shares of Exchangeable Preferred Stock entitle such holder; provided that the Company may pay cash in lieu of issuing a Security in a principal amount less than $1,000. The aggregate principal amount of the Securities shall be limited to the liquidation preference of the Exchangeable Preferred Stock, plus, without duplication, accumulated and unpaid dividends, on the date or dates on which it is exchanged for Securities (plus any additional Securities issued in lieu of cash interest). The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold Securities issued in reliance on Rule 144A global form shall be issued initially substantially in the form of one or more permanent global Notes Exhibit A attached hereto (including the text referred to in registered form, footnote 1 thereto). Securities issued in definitive form shall be substantially in the form set forth in of Exhibit A attached hereto (but without including the "U.S. text referred to in footnote 1 thereto). Each Global Notes"), registered in the name Security shall represent such of the nominee of outstanding Securities as shall be specified therein and each shall provide that it shall represent the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the U.S. Global Notes aggregate amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Security Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, thereof as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed required by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.2.04 hereof

Form and Dating. The Notes Securities and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes Securities may have ---------- notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its issuance and show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. --------- The terms and provisions contained in the form of Securities and the Notes annexed hereto as Exhibit A Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A 144 and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the DepositaryA, deposited with the Trustee, as custodian for the DepositaryDepository, duly --------- executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. The aggregate --------- principal amount of the U.S. Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Security pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesSecurities"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.--------- -------------------

Form and Dating. The Initial Notes and the Additional Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Notes in registered form, substantially in the form set forth in Exhibit A hereto (“Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. “IAI Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent Global Notes (a “Regulation S Global Note”) deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by participants through Euroclear or Clearsteam. The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more two permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), registered in the name of the nominee of the Depositary, (x) one deposited with the Trustee, as custodian for Euroclear ----------- and Cedel (the Depositary"Regulation S Global Note") and (y) one deposited with the ------------------------ Trustee, as custodian for DTC (the "Rule 144A Global Note"), each duly executed --------------------- by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. a Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold Beneficial interests in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global a Global Note are exchangeable for definitive Notes in registered certificated form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Physical Notes")) only if (i) the -------------- Depository is unwilling or unable to continue as depository for such Global Note and the Company thereupon fails to appoint a successor depository within 90 days, or (ii) there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes. Physical Notes shall initially be registered in the name of the Depository or the nominee of such Depository and be delivered to the Depositary, deposited with the Trustee, Trustee as custodian for such Depository. Beneficial owners of Physical Notes, however, may request registration of such Physical Notes in their names or the Depositary, duly executed by names of their nominees. The provisions of the Company "Operating Procedures of the Euroclear System" and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee "Terms and Conditions Governing use of Euroclear" and the Company "General Terms and Conditions of a certificate substantially in the form Cedel Bank and "Customer Handbook of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided Cedel shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal applicable to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Regulation S Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes Note that are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted held by the rules of any securities depositary Agent and Members through Euroclear or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesCedel.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as Exhibit of EXHIBIT A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit EXHIBITS A AND B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit EXHIBIT A (the "U.S. Global NotesGLOBAL NOTE"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.15(a) and (b). The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDTC, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit EXHIBIT A (the "U.S. Physical NotesOFFSHORE PHYSICAL NOTES") duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15(a). Notes issued pursuant offered and sold to Section 2.07 in exchange for interests in the Offshore Global Notes Accredited Investors shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit EXHIBIT A (the "Offshore Physical NotesU.S. PHYSICAL NOTES"), duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15(a). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical NotesPHYSICAL NOTES." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, usage, stock exchange or securities depository agreements to which the Company is subject or usagesubject. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered formform without interest coupons, substantially in the form set forth in Exhibit A (collectively, the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, thereof as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in definitive, fully registered form without interest coupons, substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, ) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount at maturity of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Notes may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas hereinafter provided. Notes offered and sold in reliance on Regulation D to Institutional Accredited Investors under the Securities Act shall be issued in the form of permanent certificated Notes in registered form without interest coupons in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." ". The U.S. Global Notes and the Offshore Global Notes are sometimes collectively referred to herein as the "Global Notes." ". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Each Global Notes Note shall bear such legends as may from time to time be increased required or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given reasonably requested by the Holder thereof, as hereinafter providedDepositary. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. Each Global Note shall also bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.06 OF THE INDENTURE.

Form and Dating. The Notes Securities and the Trustee's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionsor Exhibit B hereto, omissions, substitutions and other variations as are required or permitted by this Indenturethe case may be. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the Interest Payment Dates and the Maturity Date. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit M hereto. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in their initial distribution in reliance on Rule 144A shall Regulation S may be initially issued initially in the form of one or more permanent global Notes temporary Global Securities in fully registered formform without interest coupons, substantially in the form set forth of Exhibit A, with such applicable legends as are provided for in Exhibit A (the "U.S. or Exhibit C. Such temporary Global Notes"), Securities may be registered in the name of the Depository or its nominee of the Depositary, and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of provided (and the U.S. Global Notes may from time to time be increased or decreased by adjustments made on Guarantors shall execute the records of the TrusteeGuarantees thereon), as custodian for the Depositary or its nominee, in accordance with the instructions given credit by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Depository to the principal amount respective accounts of the beneficial interest in owners of the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A Securities represented thereby (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to or such other accounts as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.they may

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. If applicable, each Note shall have an executed Guarantee from each of the Guarantors, if any, existing on or after the Issue Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Guarantees, if any, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. “144A Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form of Exhibit A (the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Note,” and, together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any, (the "U.S. “Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Initial Securities and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes Exchange Securities and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes Securities, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes notes in registered form, in substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Offshore Physical NotesSecurities"). Notes issued pursuant to Section 2.07 Securities offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes Securities in registered form form, in substantially in the form set forth in Exhibit A (the "Offshore U.S. Physical NotesSecurities"). The Offshore Physical Notes Securities and the U.S. Physical Notes Securities are sometimes collectively herein referred to as the "Physical NotesSecurities"." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesGLOBAL NOTE"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the a U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global NotesTEMPORARY REGULATION S GLOBAL NOTE"), registered in the name deposited on behalf of the nominee purchasers of the Depositary, deposited Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4following the later of the Separation Date and March 10, 1998, 1998 upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; PERMANENT REGULATION S GLOBAL NOTE" and together with the Temporary Offshore Regulation S Global NotesNote, the "Offshore Global NotesOFFSHORE GLOBAL NOTE") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepository, and the Registrar which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Regulation S Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Regulation S Global Notes transferred. The aggregate principal amount at maturity of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depository or its nominee, as herein provided. Notes which are offered and sold in reliance on Regulation D to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesCERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesOFFSHORE CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Note shall be in the form of the U.S. Certificated Note. The Offshore Physical Certificated Notes and the U.S. Physical Certificated Notes are sometimes collectively referred to herein as the "CERTIFICATED NOTES". The U.S. Global Notes and Offshore Global Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the GLOBAL NOTES"Global Notes." . The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Series A Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usagethose set forth in Exhibit A hereto. The Company Series B Notes shall approve be substantially in the form of Exhibit B hereto. The notation on each Note relating to the Notes and any notation, legend or endorsement Guarantees shall be substantially in the form set forth on the NotesExhibit C hereto. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Rule 144A Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepositary or its nominee, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount of the U.S. Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more a single temporary global Notes Note in registered form form, substantially in the form set forth in Exhibit A (the "Temporary Offshore Regulation S Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepositary or its nominee, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.6(h). At any time on or following 40 days after August 4, 1998the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company Issuers of a duly executed certificate substantially in the form of Exhibit B D(1) hereto, one or more a single permanent global Notes Global Note in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Regulation S Global Notes"; Note," and together with the Temporary Offshore Regulation S Global NotesNote, the "Offshore Regulation S Global NotesNote") duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Regulation S Global Notes Note in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Regulation S Global Notes Note transferred. Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors") shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Certificated Notes"). Notes Securities issued pursuant to Section 2.07 2.6 hereof in exchange for interests in the Offshore Rule 144A Global Notes Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Certificated Notes"). The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "Physical Certificated Notes." The U.S. Rule 144A Global Notes Note and the Offshore Regulation S Global Notes Note are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes."

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company or any Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, each Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depositary, or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4September 1, 19981999, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A hereto (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") ), duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary Depositary, or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes and the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A hereto (the "U.S. Physical Notes" and the "Offshore Physical Notes", respectively). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. the Exchange Notes and the Trustee's --------- certificate of authentication shall be substantially in the form of Exhibit B. --------- The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of Securities, annexed hereto as Exhibits A and B, and the Notes Subsidiary Guarantees (when executed pursuant to ---------- - Section 4.15 or 4.21), if any, annexed hereto as Exhibit A E, shall constitute, --------- and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuers, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes Securities in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes--------- ----------- Securities"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly ---------- executed by the Company Issuers and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes Securities in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global NotesSecurities"), registered in the name ------------------------------------ of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Section 2.14. At any time on or after August 4, 1998the 41st day after the Issue Date, upon receipt by the Trustee Trustee, Registrar and the Company Issuers of a certificate substantially in the form of Exhibit B D hereto, one or more permanent global Notes Securities in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes------------------------- Securities"; and together with the Temporary Offshore Global NotesSecurities, the ---------- "Offshore Global NotesSecurities") ), duly executed by the Company Issuers and authenticated by --------------------------- the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes Securities in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes Securities transferred. Notes offered and sold The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in reliance on Regulation D shall exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesSecurities")) ---------------------------- and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Notes Securities and the U.S. Physical Notes Securities are sometimes collectively herein referred to as the "Physical NotesSecurities." The ------------------- U.S. Global Notes Securities and the Offshore Global Notes Securities are sometimes referred to herein as the "Global NotesSecurities." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.-----------------

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary a single permanent global Notes Note in registered form substantially in the -21- 25 form set forth in Exhibit A (the "Temporary Offshore Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Note may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes Note and the Offshore Global Notes Note are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication thereof shall be substantially in the form annexed hereto as of Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by hereby, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements (including the Note Guarantee) required by law, stock exchange agreements to which the Company is subject rule or usage, any organizational document or governing instrument, or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement (including the Note Guarantee) on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Rule 144A Global Securities and Notes offered and sold in registered formreliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Notes, each substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositaryhereto, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided with the Guaranties of the Guarantors endorsed thereon and shall bear the legend set forth in Exhibit C hereto. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold Following the termination of the Restricted Period, beneficial interests in offshore transactions in reliance on the Regulation S Temporary Global Note shall be issued initially exchanged for beneficial interests in the form of one or more temporary global Notes in registered form substantially in Regu- lation S Permanent Global Note. Simultaneously with the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name authentication of the nominee Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Depositary, deposited with Regulation S Temporary Global Note and the TrusteeRegulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as custodian for the Depositarycase may be, duly executed by the Company and authenticated by the Trustee in connection with transfers of interest as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The provisions of the Trustee "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the Company "General Terms and Conditions of a certificate substantially in the form Cedel Bank" and "Customer Handbook" of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided Cedel Bank shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount applicable to transfers of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Regulation S Temporary Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes Note and the Offshore Regulation S Permanent Global Notes Note that are sometimes referred to herein as the "Global Notesheld by participants through Euroclear or Cedel Bank." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (collectively, the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, ) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on On or after August 4the later of (i) May 24, 19981998 and (ii) the Separation Date (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.of

Form and Dating. The Notes Initial Securities, and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes Exchange Securities, and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes Securities annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more permanent global Notes notes in registered form, in substantially in the form set forth in Exhibit A (the "U.S. Rule 144A Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepositary, as hereinafter provided. Notes Securities offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes notes in registered form in substantially the form set forth in Exhibit A (with the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form legend set forth in Exhibit A A-2 (the "Offshore Physical Regulation S Global Note" and together with the 144A Global Note, the "Global Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Regulation S Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes Note, which shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by deposited with the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such NotesTrustee, as evidenced custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, S.A. ("Cedel Bank"). The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by their execution adjustments made on the records of such Notesthe Trustee, as custodian for the Depositary, as hereinafter provided.

Form and Dating. The Initial Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them shall be satisfactory to both the NotesIssuer and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of two or more permanent global Notes (the “Global Notes”). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the “ Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. “Regulation S Global Notes"Note”), registered and in the name of the nominee of the Depositary, each case shall be deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Original Notes, the notation thereon relating to the Guarantee and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Exchange Notes, the notation thereon relating to the Guarantee and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture; provided, that Exchange Notes issued in the Exchange Offer shall not bear the legend set forth in Exhibit A hereto as indicated by footnote 2; provided, further, that Exchange Notes issued in both the Exchange Offer and the Private Exchange Offer shall not refer to Liquidated Damages and shall not include paragraph 19 of Exhibit A hereto. The Notes may have notations, legends or endorsements required by this Indenture, law, stock exchange agreements to which the Company is subject rule, depository rule or usage. The Company shall approve the form of the Notes and any Any such notation, legend or endorsement on shall be delivered in writing to the NotesTrustee by the Company. Each Note shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the form of Notes and the Notes Guarantee, annexed hereto as Exhibit A hereto, shall constitute, and are hereby expressly made, a part of this Indenture. To , and the extent applicableCompany, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Original Notes offered and sold in reliance on Rule 144A shall initially will be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form of Exhibit A attached hereto (including the text set forth in Exhibit A (footnote 1 thereto and the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company additional schedule referred to therein) and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes")definitive form, registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in A hereto (not including the form text set forth in Exhibit A (footnote 1 thereto and the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall additional schedule referred to therein). The Original Notes initially will be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar Note Custodian. The Global Notes initially shall reflect on its books and records the date and a decrease be registered in the principal name of the Depository or the nominee of the Depository. A Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of the Temporary Offshore Global outstanding Notes in an amount equal from time to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.time

Form and Dating. The Notes and the Trustee's ’s certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E hereto. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A A, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Regulation S of the Securities Act shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Notes, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the DepositaryA, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. “Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Securities and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its issuance and show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Securities and the Notes annexed hereto as Exhibit A Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A 144 and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the DepositaryA, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the U.S. Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Security pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. “Physical Notes"Securities”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions of Exhibits A-1 and other variations as are required or permitted by this IndentureA-2 attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which rule or usage, as designated by the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesits counsel. Each Note shall be dated the date of its authentication. The terms Notes shall be in denominations of $1,000 and provisions contained in the form of the integral multiples thereof. The Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes initially offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global a Rule 144A Global Note. Notes initially offered and sold in registered form, substantially reliance on Regulation S shall be issued initially in the form set forth of the Regulation S Global Note. Notes offered and sold to Institutional Accredited Investors in Exhibit A (the "U.S. United States of America shall be issued in the form of an IAI Global Notes")Note. Each of the Restricted Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depositary, deposited with Depository. The Regulation S Global Notes shall be registered in the Trustee, as custodian name of the Depository or the nominee of the Depository for the Depositaryaccounts of designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository or the Note Custodian, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the U.S. Regulation S Global Note, and (ii) an Officers' Certificate from the Company to the effect set forth in Section 12.4(a) hereof. Notes issued in global form shall be substantially in the form of Exhibits A-1 or A-2 attached hereto (including the Global Note Legend and the "Schedule of Exchanges in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A-1 or A-2 attached hereto (but without the Global Note Legend and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, thereof as hereinafter providedrequired by Section 2.6 hereof. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form The provisions of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name Operating Procedures of the nominee Euroclear System" and "Terms and Conditions Governing Use of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee Euroclear" and the Company "General Terms and Conditions of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes.Cedel Bank" The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.and

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in registered form form, substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the Temporary Offshore Global Notes in an amount equal to the principal amount at maturity of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act or issued pursuant to Section 2.07 shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as Exhibit A with A, in the case of the Restricted Global, Exhibit B, in the case of the Regulation S Global and Exhibit C, in the case of a U.S. Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Exhibits A, B and C shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes initially offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesRestricted Global"), registered in the name of the nominee of the Depositary, ) deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the U.S. a Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form form, substantially in the form set forth in Exhibit A B (the "Temporary Offshore Global NotesRegulation S Global"), registered in the name ) deposited on behalf of the nominee purchasers of the Depositary, deposited Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4following the later of the Separation Date and April 8, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B D hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A B (the "Permanent Offshore Global Notes"; and Regulation S Global" and, together with the Temporary Offshore Global NotesRegulation S Global, the "Offshore Global NotesRegulation S Global") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar Depository which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Regulation S Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Regulation S Global Notes transferred. The aggregate principal amount at maturity of a Regulation S Global may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depository or its nominee, as herein provided. Notes which are offered and sold in reliance on Regulation D to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A C (the "U.S. Physical Certificated Notes"). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the Offshore Regulation S Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A C (the "Offshore Physical Regulation S Certificated Notes"). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the Restricted Global shall be in the form of the U.S. Certificated Note. The Offshore Physical Regulation S Certificated Notes and the U.S. Physical Certificated Notes are sometimes collectively referred to herein as the "Certificated Notes". The Restricted Global and Regulation S Global are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." ". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Each of the extent applicableCompany, the Company Trustee and the TrusteePaying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any The aggregate principal amount of the Offshore Global Notes may from time on to time be increased or after August 4, 1998, upon receipt decreased by the Trustee and the Company of a certificate substantially adjustments made in the form records of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas herein provided. Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation D S) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes or the Offshore Global Notes shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"), respectively. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Series A Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usage. those set forth in Exhibit A. The Company Series B Notes shall approve be substantially in the form of Exhibit B. The notation on each Note relating to the Notes and any notationGuarantees, legend or endorsement on if any, shall be substantially in the Notes. form set forth in Exhibit C. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To , and the extent applicableCompany, the Company Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "U.S. Rule 144A Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more a single temporary global Notes Note in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Regulation S Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or following 40 days after August 4, 1998the later of the consummation of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit B heretoC(1), one or more a single permanent global Notes Global Note in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Regulation S Global Notes"; Note," and together with the Temporary Offshore Regulation S Global NotesNote, the "Offshore Regulation S Global NotesNote") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas hereinafter provided. Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors"), if any, shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Certificated Notes"). Notes issued pursuant to Section 2.07 2.6 in exchange for interests in the Offshore Rule 144A Global Notes Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Certificated Notes"), in the case of those issued in exchange for the Regulation S Global Note, and U.S. Certificated Notes, in the case of those issued in exchange for the Rule 144A Global Note. The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "Physical Certificated Notes." The U.S. Rule 144A Global Notes Note and the Offshore Regulation S Global Notes Note are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes."

Form and Dating. The Initial Notes and any Additional Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or DTC rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantor party hereto and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebythereby upon authentication thereof pursuant to this Indenture. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. “144A Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for DTC, and registered in the Depositaryname of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of provided and shall bear the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, legend set forth in accordance with the instructions given by the Holder thereof, as hereinafter provided. Exhibit C. Notes offered and sold in offshore transactions to Institutional Accredited Investors in reliance on Regulation S Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more temporary permanent global Notes notes in registered form form, substantially in the form set forth in Exhibit A (the "Temporary Offshore “IAI Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for DTC, and registered in the Depositaryname of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by provided and shall bear the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form legend set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.C.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionshereto, omissionsprovided, substitutions that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes, the notation thereon relating to the Guarantees, if any, and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit A Exhibits A, B and F, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A tion S (a "Regulation S Global Note"). The Company shall be issued initially in cause the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. QIB Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company IAI Global Notes and authenticated by the Trustee as hereinafter providedRegulation S Global Notes to have separate CUSIP numbers. The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. All Notes offered and sold in reliance on Regulation D S shall be issued remain in the form of permanent certificated Notes in registered form in substantially a Global Note until the form set forth in Exhibit A (consummation of the "U.S. Physical Notes"). Notes issued Exchange Offer pursuant to Section 2.07 in exchange for interests the Registration Rights Agreement; provided, however, that all of the time periods specified in the Offshore Global Notes shall Registration Rights Agreement to be in complied with by the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes Company and the Offshore Global Notes are sometimes referred to herein as the "Global NotesGuarantors have been so complied with." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A hereto (the “Rule 144A Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Accredited Investors in reliance on Rule 501(a) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. “AI Global Notes"”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (a “Regulation S Global Note”) deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Additional Notes offered and sold pursuant to an effective registration statement under the Securities Act shall be issued initially in the form of Exchange Notes in registered global form, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by participants through Euroclear or Clearsteam. Rule 144A Global Notes, AI Global Notes, Regulation S Global Notes and Exchange Notes issued in global form are referred to collectively as the “Global Notes.” The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given Registrar and simultaneous notation by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by of such increase or decrease on the Company and authenticated by the Trustee schedule to such Global Note, all as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (the "“U.S. Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary a single permanent global Notes Note in registered form substantially in the form set forth in Exhibit A (the "Temporary “Offshore Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Note may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferredas hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "“U.S. Physical Notes"”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "“Offshore Physical Notes"”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "“Physical Notes." ” The U.S. Global Notes Note and the Offshore Global Notes Note are sometimes referred to herein as the "“Global Notes." ” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Initial Securities (and any Additional Securities), and the Trustee's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes Exchange Securities (and any Additional Exchange Securities), and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depositary rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes Securities annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more permanent global Notes securities in registered form, in substantially in the form set forth in Exhibit A (the "U.S. Rule 144A Global NotesSecurity"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Rule 144A Global Notes Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepositary, as hereinafter provided. Notes Securities offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the form of one or more temporary permanent global Notes securities in registered form in substantially in the form set forth in Exhibit A with the legend set forth in Exhibit A-2 (the "Temporary Offshore Regulation S Global NotesSecurity" and together with the 144A Global Security, the "Global Securities"). The Regulation S Global Security, registered in the name of the nominee of the Depositary, which shall be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially registered in the form name of Exhibit B hereto, one the Depositary or more permanent global Notes in registered form substantially in the form set forth in Exhibit A nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global NotesEuroclear") duly executed or Cedel Bank, S.A. ("Cedel Bank"). The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease as hereinafter provided. Securities issued in exchange for interests in the principal amount of the Temporary Offshore Rule 144A Global Notes in an amount equal Security pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.17 may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesSecurities"). Notes issued pursuant Each of the Global Securities shall represent such amount of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.07 in exchange for 2.6 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Resolutions" and "Instructions to Participants" of Cedel Bank shall be applicable to interests in the Offshore Regulation S Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes Securities that are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted held by the rules of any securities depositary Agent Members through Euroclear or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesCedel Bank.

Form and Dating. The Notes and the Trustee's certificate of --------------------- authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements which are appropriate and consistent with this Indenture required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), ----------------- registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore -------- Global Notes"), registered in the name of the nominee of the Depositary, ------------ deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Notes may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes")as hereinafter provided. Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore -------- Physical Notes"). -------------- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes -------------- and the Offshore Global Notes are sometimes referred to herein as the "Global ------ Notes." ----- The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and Additional Notes issued pursuant to a Primary Registered Offering and the Trustee's certificate of authentication related thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. Additional Notes that are Restricted Securities and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication related thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $[6.75] and integral multiples thereof. The terms and provisions contained in the form Notes, the forms of the Notes which are annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors, the Collateral Agent and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on of Rule 144A shall be issued initially in the form of one or more permanent global Global Notes in registered form, substantially in the form set forth in Exhibit A B hereto (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth on Exhibit C hereto. The aggregate principal amount of the U.S. any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time provided and shall bear the legend set forth on Exhibit C hereto or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially shall be issued in the form of Exhibit B hereto, one or more permanent global certificated Notes in registered form substantially in the form set forth in Exhibit A B hereto (the "Permanent Offshore Global Physical Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred). Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A B hereto (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Except as provided in Section 2.06 and 2.14, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of certificated Notes. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Offshore Global Notes are sometimes referred to herein Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the "absolute owner of the Global Notes." The definitive Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall be typedprevent the Company, printedthe Trustee or any agent of the Company or the Trustee from giving effect to any written certification, lithographed proxy or engraved other authorization furnished by the Depository or produced by any combination impair, as between the Depository and its Agent Members, the operation of these methods or may be produced customary practices governing the exercise of the rights of a holder of beneficial interest in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesGlobal Note.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions of EXHIBIT A. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBITB. The Notes may have notations, legends or endorsements required by law, governmental rule or regulation, stock or other securities exchange agreements to which the Company is subject rule or depository rule or usage, or other customary usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication and shall show the date of its authentication. The additional terms and provisions contained in the form forms of the Notes and Subsidiary Guarantees, annexed hereto as Exhibit EXHIBITS A AND E, respectively, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Rule144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit EXHIBIT A (the each, a "U.S. Global NotesGLOBAL NOTE"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall be Restricted Securities and shall bear the legend set forth in Section 2.03 hereof. The aggregate principal amount of the U.S. any such Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeNote Registrar, solely as custodian for and to the Depositary or its nomineeextent provided in Section 2.05 hereof; PROVIDED that in no event shall the aggregate principal amount of Notes outstanding at any time exceed $85,000,000, except as provided in accordance with the instructions given by the Holder thereof, as hereinafter providedSection 3.05 hereof. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more represented upon issuance by a temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes")Note, registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian which will be exchangeable for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit EXHIBIT A (the "U.S. Physical NotesOFFSHORE PHYSICAL NOTES"). ) only upon the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S. Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Notes preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit A EXHIBITA (the "Offshore Physical NotesU.S. PHYSICAL NOTES"). The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes in registered form, in substantially the form set forth in EXHIBIT A, issued pursuant to the last sentence of paragraph (2) of Section 2.04, are sometimes collectively herein referred to as the "PHYSICAL NOTES." Physical Notes may initially be registered in the name of the Depository or a nominee of such Depository and be delivered to the Trustee as custodian for such Depository. Beneficial owners of Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printedhowever, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution request registration of such NotesPhysical Notes in their names or the names of their nominees.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Notes may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes")as hereinafter provided. Notes issued pursuant to Section 2.07 2.7 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionshereto. The Exchange Notes, omissions, substitutions the notation thereon relating to the Guarantees and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the form of Notes and the Notes Guarantees annexed hereto as Exhibit Exhibits A and F, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the TrusteeSubsidiary Guarantors, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 144A, Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesNote"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the form set forth in Exhibit A (Registration Rights Agreement to be complied with by the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes Company and the Offshore Global Notes are sometimes referred to herein as the "Global NotesSubsidiary Guarantors have been so complied with." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Original Cash Pay Notes, Initial Cash Pay Notes and any Additional Cash Pay Notes (if issued as Transfer Restricted Notes) and the Trustee's ’s certificate of authentication for each shall each be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionshereto, omissionswhich is hereby incorporated in and expressly made a part of this Indenture. The Original PIK Election Notes, substitutions Initial PIK Election Notes and any Additional PIK Election Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication for each shall each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Cash Pay Notes, any Additional Cash Pay Notes issued other variations than as are required or permitted by Transfer Restricted Notes and the Trustee’s certificate of authentication for each shall each be substantially in the form of Exhibit C hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Cash Pay Notes, any Additional PIK Election Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate of authentication for each shall each be substantially in the form of Exhibit D hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company Issuer or any Guarantor, if any, is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuer). Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Cash Pay Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issuable only in registered form without interest coupons and only in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The PIK Election Notes will be issued initially only in the form of one or more permanent global Notes in fully registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineewithout coupons, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall will initially be issued in the form minimum denominations of permanent certificated Notes $2,000 and any integral multiple of $1,000 in registered form excess thereof and, if a PIK Payment is made, in substantially the form set forth denominations of $1.00 and any integral multiple of $1.00 in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form excess of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes$1.00." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of --------------- authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company or any Subsidiary Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, each Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), ----------------- registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore -------- Global Notes"), registered in the name of the nominee of the Depositary, ------------ deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by The aggregate principal amount of the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with Notes may from time to time be increased or decreased by adjustments made on the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes")as hereinafter provided. Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore -------- Physical Notes"). -------------- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes -------------- and the Offshore Global Notes are sometimes referred to herein as the "Global ------ Notes." ----- The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form annexed hereto of Exhibits A or B, as Exhibit A with such appropriate insertionsapplicable. The Exchange Notes, omissionsand the notation relating to the Trustee’s certificate of authentication thereof, substitutions and other variations shall be substantially in the form of Exhibits C or D, as are required or permitted by this Indentureapplicable. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A will initially be represented by the Initial Global Notes. The Global Notes shall be issued initially issuable only in bearer form and the form of one or more permanent global Definitive Notes shall be issuable only in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the TrusteeBook-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, as custodian for one certificateless depositary interest representing the Depositary Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the “Book-Entry Interests”) to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the Registrar shall reflect on its books and transfer of that ownership will be effected only through, records maintained by the date and a decrease in the principal amount Clearing Agency (with respect to interests of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes participants) and the Offshore Global Notes are sometimes referred records of participants (with respect to herein as the "Global Notesinterests of persons other than participants)." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which FelCor LP or the Company is Guarantors are subject or usage. The Company FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, FelCor LP, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (collectively, the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, ) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998following 40 days from the initial issuance of a series of notes (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company FelCor LP of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company FelCor LP and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.certificated

Form and Dating. The Initial Notes, the Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. Any Note (whether a Global Note or a Physical Note) that is a Restricted Security shall bear the Private Placement Legend set forth in Exhibit B. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered formGlobal Notes, substantially in the form set forth in Exhibit A (the "U.S. Global Notes"), registered in the name of the nominee of the DepositaryA, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. pro- vided and shall bear the legends relating to Global Notes set forth in Exhibit B. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepositary, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore a Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal Note pursuant to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesPHYSICAL NOTES"). Notes issued pursuant ) and shall, to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in extent applicable, bear the form of permanent certificated Notes in registered form substantially in the form legends set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.B.

Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A with A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Each of the extent applicableCompany, the Company Guarantor and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NotesGLOBAL Note"), registered in the name deposited on behalf of the nominee purchasers of the Depositary, deposited Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the a U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global NotesTEMPORARY REGULATION S GLOBAL NOTE"), registered in the name deposited on behalf of the nominee purchasers of the Depositary, deposited Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4following July 2, 1998, 1999 upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and PERMANENT REGULATION S GLOBAL NOTE" and, together with the Temporary Offshore Regulation S Global NotesNote, the "Offshore Global NotesOFFSHORE GLOBAL NOTE") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepository, and the Registrar which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Regulation S Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Regulation S Global Notes transferred. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depository or its nominee, as herein provided. Notes offered and sold in reliance on Regulation D which are issued to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical NotesCERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical NotesOFFSHORE CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Note shall be in the form of the U.S. Certificated Note. The Offshore Physical Certificated Notes and the U.S. Physical Certificated Notes are sometimes collectively referred to herein as the "CERTIFICATED NOTES". The U.S. Global Notes and Offshore Global Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the GLOBAL NOTES"Global Notes." . The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usagelisted, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertionsA(1) hereto. The Exchange Notes, omissions, substitutions the notation thereon relating to ------------ the Guarantees and other variations as are required or permitted by this Indenturethe Trustee's certificate of authentication shall be substantially in the form of Exhibit A(2) hereto. The Notes may have notations, ------------ legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authenticationissuance. The terms and provisions contained in the form of Notes and the Notes Guarantees annexed hereto as Exhibit A Exhibits A(l) and A(2), shall constitute, and are hereby ------------- ---- expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A A(l) (the "U.S. Global NotesNote"), registered in the name of the nominee of the Depositary, ------------ ----------- deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit B, duly executed by the Company and the Subsidiary --------- Guarantors, if any, and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A(l) (the ------------ "U.S. Offshore Physical Notes"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other ----------------------- exemption from registration under the Securities Act other than as described in the Offshore Global Notes preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit A A(1) (the "Offshore U.S. Physical Notes"). The Offshore Physical Notes and the ------------ ------------------- U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.---------------

Form and Dating. The Initial Notes and the Trustee's ’s certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A with such appropriate insertions, omissions, substitutions hereto. The Exchange Notes and other variations as are required or permitted by this Indenturethe Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the NotesNotes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors and an executed Subordinated Guarantee from the Subordinated Guarantor endorsed thereon substantially in the forms of Exhibits E and F hereto, respectively. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer, the Guarantors, the Subordinated Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes sold in reliance on Rule 144A and Notes offered and sold in reliance on Rule 144A Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. “Global Notes"Note”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer (and having an executed Guarantee and Subordinated Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.15. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereofDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of one a Global Note pursuant to Section 2.16 or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed originally purchased by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after August 4, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal transferred to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D shall Institutional Accredit Investors who are not QIBs will be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. “Physical Notes"”). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Notes reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the applicable Registration Rights Agreement; provided, however, that all of the time periods specified in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred applicable Registration Rights Agreement to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted complied with by the rules of any securities depositary or of any securities exchange on which the Notes may be listed or by usage, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesIssuer have been so complied with.