Common use of Form and Dating Clause in Contracts

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 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. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Issuer 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 Notes Notes, annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of this 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 Notes offered and sold (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 (each, a the “Regulation S Global Note”), and in 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 and shall bear provided. Notes transferred to Institutional Accredited Investors may be represented by a permanent Global Note in registered form, substantially in the legend form set forth in Exhibit C. A, and if so represented shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a 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 DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of annexed hereto as Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. 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 form, substantially in the form set forth in Exhibit A (each, a “the "U.S. Global Note”Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Notes issued offered and sold in exchange for interests offshore transactions in a Global Note pursuant to Section 2.16 may 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 "Offshore Global Notes") 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 Offshore 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, as hereinafter provided. Notes offered and sold in reliance on any other exemption from registration Regulation D 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 offered and sold issued pursuant to Section 2.07 in reliance on Regulation S exchange for interests in the Offshore Global Notes shall remain be in the form of a 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 Note until and the consummation Offshore Global 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 the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified these methods or may be produced in the Registration Rights Agreement to be complied with any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, 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 of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository rule or usage. The Company and the Trustee Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit B. The terms and provisions contained in the Notes annexed hereto as Exhibits A and B the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this 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 and Notes offered and sold in reliance on Regulation S issued after the Issue Date 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 (each, a “Global Note”)A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer (and having an executed Subsidiary 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 legend set forth in Exhibit C. Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 and bearing the applicable legends, if any (the “Physical Notes”). All Additional Notes offered ranking pari passu with the Initial Notes (as defined in Section 2.02) may be created and sold in reliance on Regulation S shall remain in issued from time to time by the form of a Global Note until the consummation Issuer without notice to or consent of the Exchange Offer pursuant 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 Registration Rights Agreementpurchase price thereof and the date from which the interest accrues) as the Initial Notes. 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; providedprovided 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, howeverif applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withare actually issued.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 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. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a the 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. (a) (1) The Initial Global Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A heretoA, providedand the Trustee's certificate of authentication shall be substantially in the form set forth in such exhibit, that any Initial which is hereby incorporated in and expressly made a part of this Indenture and (2) the Definitive Senior Notes issued in a public offering and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B heretoB, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Global Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Definitive Senior Notes may have notations, legends or endorsements required by law, stock exchange governmental rule or depository regulation, stock or other securities exchange rule, depositary rule or usage. The Company and usage agreements to which the Trustee shall approve the form of the Notes and Issuer is subject, if any, or usage (provided that any such notation, legend or endorsement on themis approved by the Issuer). Each The Issuer shall furnish any such legend not contained in Exhibit A or Exhibit B to the Trustee in writing. The Global Notes and each Definitive Senior Note shall be dated the date of its issuance and shall show the date of its authentication. The terms of the Global Notes and provisions contained in of the Definitive Senior Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 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 (eachand Exhibit B, a “Global Note”)respectively, are part of the terms of this Indenture. The Senior Notes are being offered by the Issuer pursuant to the Terra Nova Exchange Offer. The Senior Notes will be initially issued as one or more global notes in definitive fully registered form without interest coupons, deposited on behalf of those holders tendering notes pursuant to the Terra Nova Exchange Offer for the Senior Notes represented thereby with the TrusteeTrustee at its Institutional Trust Service office, as custodian for the DepositaryDepositary and registered in the name of DTC or a nominee thereof, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. this Indenture. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for Trustee and the Depositary, Depositary as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A hereto, provided, that any Initial which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes issued in a public offering and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto. The Exchange Notes , which is hereby incorporated in and the Trustee’s certificate expressly made a part of authentication relating thereto shall be substantially in the form of Exhibit B heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange 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. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 144A Global Notes 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 formRegulation S Global Notes, each substantially in the form set forth in Exhibit A (each, a “Global Note”)hereto, 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. C hereto. 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, deposited with the Trustee, as custodian for the Depository, 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 and shall bear the legend set forth in Exhibit C hereto. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial the terms of which are incorporated in and made a part of this Indenture. The Guarantees of the Notes issued in a public offering by the Guarantors shall be substantially in the form forms set forth in Article 10, the terms of Exhibit B hereto. The Exchange Notes which are incorporated in and the Trustee’s certificate made a part of authentication relating thereto shall be substantially in the form of Exhibit B heretothis Indenture. The Notes and Guarantees of the Notes by the Guarantors may have notations, legends or endorsements approved as to form by the Company or the Guarantors, and required by law, stock exchange rule rule, agreements to which the Company or depository rule the Guarantors, as the case may be, are subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 and Notes offered and sold in reliance on Regulation S shall be issuable only in denominations of $1,000 and integral multiples thereof. The Notes shall initially be issued initially in the form of one or more permanent global Global Notes in and the Depository Trust Company ("DTC"), its nominees, and their respective successors, shall act as the Depositary with respect thereto. Each Global Note shall (i) be registered form, substantially in the form set forth in Exhibit A (each, a “name of the Depositary for such Global Note”), deposited with Note or the Trustee, as custodian for the nominee of such Depositary, duly executed by the Company and authenticated (ii) shall be delivered by the Trustee as hereinafter provided to such Depositary or pursuant to such Depositary's instructions, and (iii) shall bear a legend (the legend set forth in Exhibit C. The aggregate principal amount of a "Global Note may from time Legend") substantially to time be increased the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Company or decreased by adjustments made on the records its agent for registration of the Trusteetransfer, as custodian for the Depositaryexchange, as hereinafter provided. Notes or payment, and any certificate issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described is registered in the preceding paragraph shall be issued name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit owner hereof, Cede & Co., has an interest herein. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied withOTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s '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 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. 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 Notes Notes, annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “the "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Section 2.15(a) and (b). The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDTC, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in offshore transactions in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"Offshore 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). All Notes offered and sold in reliance on Regulation S shall remain Rule 144A may be issued, in the form of a Global Note until permanent certificated Notes in registered form, in substantially the consummation of form set forth in Exhibit A (the Exchange Offer pursuant to the Registration Rights Agreement; provided"U.S. Physical Notes"), however, that all of the time periods specified in the Registration Rights Agreement to be complied with duly executed by the Company have been so complied withand 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 Notes."

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial and the Exchange Notes issued in a public offering and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. B. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. 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 Notes Securities, annexed hereto as Exhibits A and B B, and the Subsidiary Guarantees (when executed pursuant to Section 4.15 or 4.21), if any, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this 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 and Notes offered and sold in reliance on Regulation S 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 (each, a “the "U.S. Global Note”Securities"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided provided, and shall bear the legend legends set forth in Exhibit C. Section 2.14. The aggregate principal amount of a the U.S. Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Securities issued in exchange for interests in a the U.S. Global Note Securities pursuant to Section 2.16 2.15 may be issued and Notes offered and sold in reliance on 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 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 Securities in registered form substantially in the form set forth in Exhibit A (the “"Temporary Offshore Global Securities"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Section 2.14. At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuers of a certificate substantially in the form of Exhibit D hereto, one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Securities"; and together with the Temporary Offshore Global Securities, the "Offshore Global Securities"), duly executed by the 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 Securities in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Securities transferred. 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 exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the "Offshore Physical Notes”)Securities") and shall bear the first legend set forth in Section 2.14. All Notes Securities offered and sold in reliance on Regulation S shall remain in the form of a an Offshore Global Note Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of . The Offshore Physical Securities and the time periods specified in U.S. Physical Securities are sometimes collectively herein referred to as the Registration Rights Agreement "Physical Securities." The U.S. Global Securities and the Offshore Global Securities are sometimes referred to be complied with by herein as the Company have been so complied with"Global Securities."

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s '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 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. 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 Notes annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of this 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 Global Notes in registered form, substantially in the form set forth in Exhibit A (each, a “"Global Note”Notes"), 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 on Exhibit C. The aggregate principal amount of a 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 DepositaryDepository, 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 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 on Exhibit C or shall be issued in exchange for interests the form of certificated Notes in a Global Note pursuant to Section 2.16 may be issued and registered form set forth in Exhibit A (the "Offshore Physical Notes"). Notes offered and sold in reliance on 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 reli- ance 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 “"U.S. Physical Notes”"). All The Offshore Physical Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until U.S. Physical Notes are sometimes collectively herein referred to as the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"Physical Notes."

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued the terms of which are incorporated in and made a public offering shall be substantially in the form part of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretothis Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company and required by law, stock exchange rule rule, agreements to which the Company or depository rule DBS Corp, as the case may be, are subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 and Notes offered and sold in reliance on Regulation S shall be issued initially issuable only in the form denominations of one or more permanent global $1,000 and integral multiples thereof. The Notes in registered form, substantially in the form set forth in Exhibit A (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 Global Notes in and the Depository Trust Company, its nominees, and their respective successors, shall act as the Depository with respect thereto. Each Global Note shall (i) be registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form name of the Depository for such Global Note or the nominee of such Depository, (ii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions, and (iii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), 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 in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any Person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Any Note not registered under the Securities Act shall bear the following legend on the face thereof: "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)(A "QIB"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS." The Trustee must refuse to register any transfer of a Global Note until bearing such legend that would violate the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified restrictions described in the Registration Rights Agreement to be complied with by the Company have been so complied withsuch legend.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s 's certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 forms of the Notes annexed hereto as Exhibits Exhibit A and B Exhibit B, shall constitute, and are hereby expressly made, a part of this 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 Global Notes in registered form, substantially in the form set forth in Exhibit A (each, a “"Global Note”Notes"), 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 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 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 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 (the "Offshore Physical Notes"). The aggregate principal amount of a 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 DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph pursuant to Rule 144A or Rule 501(a)(1), (2), (3) or (7) or Regulation S shall be issued issued, and Notes offered and sold in reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) 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”"). All The Offshore Physical Notes offered and sold the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, 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 thereof shall be substantially in the form of Exhibit A hereto, provided, that any Initial which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes issued in a public offering and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Any Additional Notes and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in similar to the form of Exhibit A if such Additional Notes are issued in an unregistered offering or Exhibit B heretoif such Additional Notes are issued in an offering that has been registered with the SEC. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement (including the Guarantee) on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “Global Note”)hereto, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. C hereto. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 Physical Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.A.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository rule or usage. The Company and the Trustee Issuer shall approve the form of the Notes and any notation, legend or endorsement on them, which approval can be evidenced by execution thereof. Each Note shall be dated the date of its issuance and shall 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 B. The terms and provisions contained in the Notes annexed hereto as Exhibits A and B the Note Guarantees shall constitute, and are hereby expressly made, a part of this 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 will be offered and sold in the United States in reliance on Rule 144A and Regulation D. Notes offered and sold to “Qualified Institutional Buyers” as defined in reliance on Regulation S 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 (each, each a “144A Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 provided and shall bear the legend legends set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors 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 “IAI Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form of Exhibit A (the “Temporary Regulation S Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 C. Reasonably promptly following the date that is 40 days after the later of the commencement of the offering of the Notes in reliance on Regulation S and the Issue Date, upon receipt by the Trustee and the Issuer of a duly executed certificate certifying that the Holder of the beneficial interest in the Temporary Regulation S Global Note is a Non-U.S. Person, substantially in the form of Exhibit D from the Depositary, a single permanent global Note in registered form substantially in the form of Exhibit A (the “Permanent Regulation S Global Note,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note” and together with the 144A Global Note and the IAI Global Note, the “Global Notes”) 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 shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the cancellation of the Temporary Regulation S Global Note and the issuance of the Permanent Regulation S Global Note. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 and bearing the applicable legends, if any (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository rule or usage. The Company LNR and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company LNR 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 form, substantially in the form set forth in Exhibit A (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company LNR and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a the 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company LNR have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository rule or to conform to usage. The Company and the Trustee Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 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 a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (each, a the “Initial Global NoteNotes”), 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 legend set forth in Exhibit C. 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 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”) or as Physical Notes. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, Trustee and/or Registrar as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 2.14 may be issued and Notes offered and sold in reliance on 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 and bearing the applicable legends, if any (the “Physical Notes”). All Additional Notes offered ranking pari passu with the Initial Notes (as defined in Section 2.02) may be created and sold in reliance on Regulation S shall remain in issued from time to time by the form of a Global Note until the consummation Issuer without notice to or consent of the Exchange Offer pursuant 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 Registration Rights Agreementpurchase price thereof and the date from which the interest accrues) as the Initial Notes; providedprovided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.07. Except as described under Article Nine, howeverthe 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 the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withthis Indenture include any Additional Notes that are actually issued.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee’s 's certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering . The Units shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s 's certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit B C hereto. The Notes and Warrants will be mandatorily separated upon the earlier to occur of (i) 180 days following the consummation of the Issue Date; (ii) the date on which a registration statement for a registered exchange offer with respect to the Notes is declared effective under the Securities Act; (iii) the date on which a shelf registration statement with respect to Warrant Shares is declared effective under the Securities Act; and (iv) such date as the Initial Purchaser in its sole discretion shall determine. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository DTC rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 forms of the Notes annexed hereto as Exhibits Exhibit A and B Exhibit C, shall constitute, and are hereby expressly made, a part of this 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 notes in registered form, substantially in the form set forth in Exhibit A (each, a “the "144A Global Note”Notes"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. D. 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 registered form, substantially in the form set forth in Exhibit A (the "IAI Global Notes"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit D. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially (i) in the form of one or more global notes registered form, substantially in the form set forth in Exhibit A ("Regulation S Global Notes", and, together with the 144A Global Notes and IAI Global Notes, the "Global Notes") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit D or (ii) in the form of certificated Notes in registered form set forth in Exhibit A (the "Offshore Physical Notes"). The aggregate principal amount of a 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 DepositaryDTC, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph pursuant to Rule 144A or Rule 501(a)(1), (2), (3) or (7) or Regulation S shall be issued issued, and Notes offered and sold in reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) may be issued, in the form of permanent certificated Notes and Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). All The Offshore Physical Notes offered and sold the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, all as determined by the Officer executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes, the Exchange Notes and the Trustee’s certificate 's respective certificates of authentication relating thereto shall be substantially in the form forms of Exhibit Exhibits A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit and B attached hereto. The Private Exchange Notes Notes, if required, and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit B attached hereto, but shall bear the Private Placement Legend. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form forms of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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. Initial Notes offered and sold in reliance on Rule 144A and Notes offered and sold in off-shore transactions in reliance on Regulation S 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 attached hereto (eacheach such Note, a “"Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit C attached hereto, and be duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit B attached hereto, 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. C attached hereto. The aggregate principal amount of a Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests an interest in a Global Note pursuant to Section 2.16 2.14 may be issued and Notes offered and sold in reliance on 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 attached hereto (the “each such Note, a "Physical Notes”Note"). All Initial Notes offered and sold in reliance on Regulation S to Institutional Accredited Investors and Private Exchange Notes shall remain be issued in the form of a Global Note until Physical Notes in substantially the consummation of form set forth in Exhibits A and B, respectively, attached hereto and shall bear the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withPrivate Placement Legend.

Form and Dating. The Initial Notes Series A Securities and Series B Securities and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A heretoExhibits A-l and A-2, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B heretorespectively. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements (including notations relating to the Guarantee) required by law, stock exchange 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 (including notations relating to the Subsidiary Guarantee) on them. 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 Notes annexed hereto as Exhibits A Securities and B the Subsidiary Guarantee shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Indenture. The Series A Securities and the Trustee, by their execution and delivery Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, expressly agree including, without limitation, waivers, amendments, redemptions and offers to such terms and provisions and to be bound therebypurchase. Notes Series A Securities 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 Global Securities in registered form, substantially in the form set forth in Exhibit A A-l (each"Global Securities"), a “deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. Series B Securities (other than any constituting Private Exchange Notes) shall be issued initially in the form of one or more permanent Global Note”)Securities in registered form, substantially in the form set forth in Exhibit A-2, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in on Exhibit C. B. The aggregate principal amount of a any Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes Series A Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph and any Series B Securities constituting Private Exchange Notes shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A A-l and Exhibit A-2, respectively (the “"Physical Notes”Securities"). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, providedomissions, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes substitutions and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretoother variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to 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 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 (eachcollectively, a the “U.S. Global NoteNotes”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in exchange the form of one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Notes”), duly executed by the Company, authenticated by the Trustee as hereinafter provided, and deposited with the Trustee, as custodian for interests in a Global Note pursuant to Section 2.16 may be issued and the Depositary. Notes offered and sold in reliance on any other exemption from registration Regulation D 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 offered and sold issued pursuant to Section 2.07 in reliance on Regulation S exchange for interests in the Offshore Global Note shall remain be in the form of 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 permanent certificated Notes in registered form substantially in the Registration Rights Agreement 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 complied with typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial hereto and the Exchange Notes issued in a public offering --------- and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. B. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements --------- required by law, stock exchange 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 them. 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 Notes annexed hereto as Exhibits A and B Securities shall constitute, and are hereby expressly made, a part of this 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 Securities 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 Notes authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in S ection 2.14 (the "Rule 144A Global Security"). Securities ------------------------- offered and sold in reliance on Regulation S shall 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 (each, a “Global Note”)A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided provided, and shall bear the legend legends set forth in Exhibit C. C (the "Regulation S Global Security"). The aggregate principal amount of a the Global Note ---------------------------- Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Through and including the 40th day after the later of the commencement of the Offering and the Issue Date (the "Restricted Period"), ----------------- beneficial interests in the Regulation S Global Security may be held only through Euroclear and Cedel (as indirect participants in The Depository Trust Company), unless transferred to a Person that takes delivery through a Rule 144A Global Security in accordance with Section 2.16. Securities issued in exchange for interests in a the Global Note Securities pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 Securities in registered form in substantially the form set forth in Exhibit A (the “"Physical Notes”)Securities") and shall ------------------- bear the Private Placement Legend. All Notes Securities offered and sold in reliance on Regulation S shall remain in the form of a Global Note Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B EXHIBIT A-1 hereto. The Exchange Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit B EXHIBIT A-2 hereto. The PIK Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT A-1 hereto if the PIK Notes are Restricted Securities when issued, and the PIK Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT A-2 hereto if the PIK Notes are not Restricted Securities when issued. The Notes may have notations, legends or endorsements required by law, stock exchange 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. 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 E hereto. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and B EXHIBITS A-1 AND A-2, shall constitute, and are hereby expressly made, a part of this 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 rights of the Holders under this Indenture, the Notes and the Security Documents shall be subject to the terms of the Intercreditor Agreement. Initial Notes offered and sold in reliance originally issued on Rule 144A the Issue Date to Qualified Institutional Buyers and Initial Notes offered and sold in reliance originally issued on Regulation S the Issue Date to Accredited Investors shall each 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 EXHIBIT A-1 (each, a “Global Note”the "GLOBAL NOTES"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer (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. the second paragraph of Section 2.15. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 EXHIBIT A-1 (the “Physical Notes”"PHYSICAL NOTES"). All Initial Notes offered and sold in reliance originally issued on Regulation S the Issue Date to Persons who are not QIBs or Accredited Investors, and Initial Notes issued upon the exercise of the CEO Note Options, shall remain be issued in the form of one or more Physical Notes, substantially in the form set forth in EXHIBIT A-1, duly executed by the Issuer (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in the initial paragraph of Section 2.15. PIK Notes issued in lieu of cash interest payments with respect to any Physical Notes shall be issued in the form of Physical Notes. PIK Notes issued in lieu of cash interest payments with respect to Global Notes shall be issued in the form of Global Notes. The Initial Notes, the Exchange Notes and the PIK Notes shall be treated as a Global Note until the consummation single class or series of Notes for purposes of determining whether Holders of the Exchange Offer pursuant to the Registration Rights Agreement; providedrequisite principal amount of Notes have given any notice, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withconsent or waiver or taken any other action permitted hereunder.

Form and Dating. The Initial Notes Securities, the notation thereon relating to the Guarantee and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A heretoA. The Exchange Securities, provided, that any Initial Notes issued in a public offering the notation thereon relating to the Guarantee and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or depository rule or 39 -31- usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. 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 Notes Securities annexed hereto as Exhibits A and B and the Guarantee shall constitute, and are hereby expressly made, a part of this 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 and Notes offered and sold in reliance on Regulation S 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 (each, a “the "Global Note”Security"), deposited with the Trustee, as custodian for The Depository Trust Company or its successors (the Depositary"Depository"), duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in exchange for interests the form of permanent certificated Securities in a Global Note pursuant to Section 2.16 may be issued and Notes registered form in substantially the form set forth in Exhibit A (the "Offshore Physical Securities"). Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued 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 the form set forth in Exhibit A (the “"U.S. Physical Notes”Securities"). All Notes offered The Offshore Physical Securities and sold in reliance on Regulation S shall remain in the form of a Global Note until U.S. Physical Securities are sometimes collectively herein referred to as the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"Physical Securities."

Form and Dating. The Initial Notes definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Except as indicated in the next succeeding paragraph, Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication relating thereto authentication) shall be substantially issued initially in the form of Exhibit A heretoone or more permanent global securities in registered form in substantially the form set forth in Exhibits A, A-1 and A-2 (each being herein called a "Global Security") deposited with the Trustee, as custodian for The Depository Trust Company ("DTC"), duly executed by the Company and authenticated by the Trustee as hereinafter provided, that and each shall bear the legend set forth on Exhibit A. Subject to the limitation set forth in Section 2.02, the principal amounts of the Global 26 Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee, as custodian for DTC, as hereinafter provided. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication) originally issued and sold in reliance on any Initial Notes issued in a public offering exemption from registration under the Securities Act other than Rule 144A shall be substantially issued, and Securities originally offered and sold in reliance on Rule 144A may be issued, in the form of Exhibit B heretopermanent certificated securities in registered form in substantially the form set forth in Exhibits A and A-1 ("Physical Securities"). The Exchange Notes Securities may also have such insertions, omissions, substitutions and the Trustee’s certificate of authentication relating thereto shall variations as may be substantially in the form of Exhibit B heretopermitted by or consistent with this Indenture. The Notes provisions of Exhibits A, A-1 and A-2 are part of this Indenture. The Securities may have notations, legends or and endorsements required by law, stock exchange 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 them, subject to the applicable requirements, if any, of Section 2.06. 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 Notes annexed hereto as Exhibits A Securities and B the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this 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 The Series A Securities and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S the Series B Securities shall be issued initially in the form considered collectively to be a single class for all purposes of one or more permanent global Notes in registered formthis Indenture, substantially in the form set forth in Exhibit A (eachincluding, a “Global Note”)without limitation, deposited with the Trusteewaivers, as custodian for the Depositaryamendments, duly executed by the Company redemptions and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. offers to purchase. The aggregate principal amount of a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 issuable only in registered form without coupons and only in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered denominations of $1,000 and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied withany integral multiple thereof.

Form and Dating. Provisions relating to the Initial Securities, the Private Exchange Securities and the Exchange Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the "Appendix") which is hereby incorporated in and expressly made part of this Indenture. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto1 to the Appendix which is hereby incorporated in and expressly made a part of this Indenture. Any subsequent series of Securities and the Trustee's certificate of authentication shall be in substantially the form of Exhibit A, providedin each case with such appropriate insertions, that omissions, substitutions and other variations as are required or permitted by this Indenture as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any Initial Notes issued series is established by action taken pursuant to a resolution of the Board, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the written order of the Issuer in a public offering the form of an Officers' Certificate contemplated by Section 2.02 for the authentication and delivery of such Securities. The Exchange Securities, the Private Exchange Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B heretoA, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Issuer is subject, if any, or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Issuer). Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained of the Securities set forth in the Notes annexed hereto as Exhibits Appendix and Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery terms 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 form, substantially in the form set forth in Exhibit A (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. (a) The Initial Notes Securities are being offered and sold by the Trustee’s certificate Company to the Initial Purchasers pursuant to the Purchase Agreement. The Initial Securities will be resold initially by the Initial Purchasers only to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs"). The Initial Securities may thereafter be transferred only to QIBs for the period specified herein or in accordance with the procedure described herein. The Initial Securities will be offered and sold to QIBs in reliance on Rule 144A (each, a "Rule 144A Security" and collectively, the "Rule 144A Securities") in the form of authentication relating thereto shall be a permanent global Security, without interest coupons, substantially in the form of Exhibit A heretoA, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes which is incorporated by reference and the 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 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. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, made a part of this 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 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 including appropriate legends as set forth in Exhibit A Section 2.1(c) (each, a “the "Rule 144A Global Note”Security"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear provided. The Rule 144A Global Security may be represented by more than one certificate, if so required by DTC's rules regarding the legend set forth in Exhibit C. maximum principal amount to be represented by a single certificate. The aggregate principal amount of a the Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDTC or its nominee, as hereinafter provided. Notes issued in exchange Exchange Securities exchanged for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall Rule 144A Security will be issued in the form of a permanent certificated Notes in registered form in global Security substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note until Security"). The Exchange Global Security may be represented by more than one certificate, if so required by DTC's rules regarding the consummation maximum principal amount to be represented by a single certificate. The Rule 144A Global Security and the Exchange Global Security are sometimes collectively herein referred to as the "Global Securities." The Principal of and interest on the Securities shall be payable at the office or agency of the Exchange Offer Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to the Registration Rights AgreementSection 2.3; provided, however, that all at the option of the time periods specified Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the Registration Rights Agreement to be complied with United States maintained by the Company have been so complied withpayee. Payments in respect of Securities represented by a Global Security (including Principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository rule or usage. The Company and the Trustee Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Subsidiary Guarantors existing on the Closing Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the Notes annexed hereto as Exhibits A and B the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, 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, each in registered form, substantially in the form set forth in Exhibit A (individually and collectively, the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided 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 one or more permanent global Notes, each in registered form, substantially in the form of Exhibit A (individually and collectively, the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 (each, 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 DepositaryDepository, duly executed by the Company Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend legends set forth in Exhibit C. 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 Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 and bearing the applicable legends, if any, (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. Provisions relating to the Initial Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of authentication relating thereto and (ii) any Additional Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering shall be substantially in the form part of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Issuer or depository rule any Subsidiary Guarantor is subject, if any, or usage. The Company and the Trustee shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Issuer). Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms Notes shall be issuable only in registered form, without interest coupons, in minimum denominations of $2,000 and provisions contained integral multiples of $1,000 in excess thereof, provided that Notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by participants of the Depository in denominations of less than $2,000. Execution and Authentication . The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes annexed hereto as Exhibits A for original issue on the date hereof in an aggregate principal amount of $227,500,000 and B shall constitute, and are hereby expressly made, a part of this Indenture and, (b) subject to the extent applicable, the Company and the Trustee, by their execution and delivery terms of this Indenture, expressly agree to such terms and provisions and Additional Notes in an aggregate principal amount to be bound therebydetermined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes offered to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and sold delivery instructions. Notwithstanding anything to the contrary in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S this Indenture, no Opinion of Counsel shall be issued initially required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the form Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more permanent global Notes in registered form, substantially in authenticating agents reasonably acceptable to the form set forth in Exhibit A (eachIssuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a “Global Note”), deposited with copy of which shall be furnished to the Trustee, as custodian for the Depositary, duly executed Issuer. Unless limited by the Company and authenticated terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as hereinafter provided any Registrar, Paying Agent or agent for service of notices and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied withdemands.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit EXHIBIT A hereto, providedPROVIDED, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit EXHIBIT B hereto. The Exchange Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company LNR and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits EXHIBITS A and AND B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company LNR 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 form, substantially in the form set forth in Exhibit EXHIBIT A (each, a “Global Note”"GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company LNR and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit EXHIBIT C. The aggregate principal amount of a the 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section SECTION 2.16 may be issued and Notes offered and sold in reliance on 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 EXHIBIT A (the “Physical Notes”"PHYSICAL NOTES"). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; providedPROVIDED, howeverHOWEVER, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company LNR have been so complied with.

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 2013 Notes, Initial 2013 Notes, any Additional 2013 Notes (if issued as Transfer Restricted Notes) and the Trustee’s 's certificate of authentication relating thereto for each shall each be substantially in the form of Exhibit EXHIBIT A hereto, providedwhich is hereby incorporated in and expressly made a part of this Indenture. The Original 2015 Notes, that Initial 2015 Notes, any Initial Additional 2015 Notes (if issued in a public offering as Transfer Restricted Notes) and the Trustee's certificate of authentication for each shall each be substantially in the form of Exhibit EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Original Floating Rate Notes, Initial Floating Rate Notes, any Additional Floating Rate Notes (if issued as Transfer Restricted Notes) and the Trustee’s 's certificate of authentication relating thereto for each shall each be substantially in the form of Exhibit B EXHIBIT hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange 2013 Notes, any Additional 2013 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 Exchange 2015 Notes, any Additional 2015 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 E 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 Transfer Restricted Notes and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT F 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 rule, agreements to which the Issuer or depository rule any Guarantor is subject, if any, or usage. The Company and the Trustee shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Issuer). 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 issuable only in registered form without interest coupons and only in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered denominations of $1,000 and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied withany integral multiples thereof.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating with respect thereto shall be substantially in the form of annexed hereto as Exhibit A heretoA, provided, that any Initial Notes issued in a public offering shall be substantially in the form case of the DTC Global, Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially B, in the form case of the DBC Global and Exhibit B heretoC, 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 and may have letters, notations, legends or endorsements required by law, stock exchange rule or depository rule 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 and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed hereto as Exhibits A A, B and B C shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Indenture. 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 and Notes offered and sold in reliance on Regulation S others electing settlement through DTC 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 (each, a “Global Note”the "DTC Global"), 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. provided. The aggregate principal amount at maturity of a DTC Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository or its nominee, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in offshore transactions in reliance on any other exemption from registration under the Securities Act Regulation S (other than as described Notes sold outside the United States to investors electing settlement through DTC) shall be issued initially in the preceding paragraph form of one or more temporary global Notes in bearer form, substantially in the form set forth in Exhibit B (the "Temporary DBC Global") deposited on behalf of the purchasers of the Notes represented thereby with DBC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following 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 D hereto, one or more permanent global Notes in bearer form substantially in the form set forth in Exhibit B (the "Permanent DBC Global" and, together with the Temporary DBC Global, the "DBC Global") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with DBC, which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary DBC Global in an amount equal to the principal amount of the beneficial interest in the DBC Global transferred. The aggregate principal amount at maturity of a DBC 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 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 “Physical "U.S. Certificated Notes”"). All Notes offered and sold issued pursuant to Section 2.07 hereof in reliance on Regulation S exchange for interests in the DBC Global shall remain be in the form of a certificated Notes in registered form substantially in the form set forth in Exhibit C (the "Regulation S Certificated Notes"). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the DTC Global Note until shall be in the consummation form of the Exchange Offer pursuant U.S. Certificated Note. The Regulation S Certificated Notes and the U.S. Certificated Notes are sometimes collectively referred to herein as the Registration Rights Agreement; provided"Certificated Notes". The DTC Global and DBC Global are sometimes collectively herein referred to as the "Global Notes". The definitive Notes shall be typed, howeverprinted, that all lithographed or engraved or produced by any combination of the time periods specified these methods or may be produced in the Registration Rights Agreement to be complied with any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, 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 of annexed hereto as Exhibit A heretowith such appropriate insertions, providedomissions, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes substitutions and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretoother variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to 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 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 (eachthe "U.S. Global Notes"), a “Global 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 and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes issued offered and sold in exchange for interests offshore transactions in a Global Note pursuant to Section 2.16 may 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 following November 1, 1997 (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, 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 any other exemption from registration Regulation D 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 offered and sold issued pursuant to Section 2.07 in reliance on Regulation S exchange for interests in the Offshore Global Notes shall remain be in the form of 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 permanent certificated Notes in registered form substantially in the Registration Rights Agreement 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 complied with typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, 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 shall be substantially in the form of EXHIBIT A hereto. The Private Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange 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. 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 Notes annexed hereto as Exhibits EXHIBITS A and B AND B, shall constitute, and are hereby expressly made, a part of this 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 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 Regula- tion 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 EXHIBIT A (each, a “Global Note”), 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 EXHIBIT C. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 EXHIBIT A (the “Physical Notes”"PHYSICAL NOTES"). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; providedPROVIDED, howeverHOWEVER, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in and expressly made part of this Indenture. The Initial Notes and the Trustee’s certificate of authentication relating with respect thereto shall be substantially in the form forms of Exhibit A heretoto the Appendix, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering shall be substantially in the form part of Exhibit B heretothis Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating with respect thereto shall be substantially in the form forms of Exhibit B heretoto the Appendix, 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 rule, agreements to which the Company is subject, if any, or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company). Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained of the Notes set forth in the Notes annexed hereto as Appendix and Exhibits A and B shall constitute, and to the Appendix are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery terms of this Indenture. Execution and Authentication. On the Issue Date, expressly agree the Trustee shall authenticate and deliver $365,000,000 aggregate principal amount of 7.5% Senior Notes due 2017 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such terms order, in each case upon a written order of the Company signed by two Officers or by an Officer and provisions and an Assistant Secretary of the Company (each an “Authentication Order”). Such order shall specify the amount of the Notes to be bound therebyauthenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The 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 only in registered form, substantially without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Officer signing the Notes for the Company may do so either by way of a manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as the Registrar, or any Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository (as defined in the Appendix), as the case may be, in the form set forth in Exhibit A (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed provided by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth to act in Exhibit C. The aggregate principal amount of a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied accordance with by the Company have been so complied withsuch letter.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, providedomissions, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes substitutions and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretoother variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, law or stock exchange rule or depository rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to 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 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 (eachthe "U.S. GLOBAL NOTES"), a “Global 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 and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note 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 permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "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. The aggregate principal amount of the Offshore 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, as hereinafter provided. Notes issued pursuant to Section 2.07 in exchange for interests in a the Offshore Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 substantially in substantially 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”). All ." The U.S. Global Notes offered and sold 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 reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued --------- which is hereby incorporated in and expressly made a public offering part of this Indenture. The Series B Securities and the -25- Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a --------- part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange 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 them. 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 Notes Securities, annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of ---------------- this 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 Securities offered and sold in reliance on Rule 144A and Notes Securities offered and sold to institutional "accredited investors" (as defined 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 permanent global Notes Global Securities in registered form, substantially in the form set forth in Exhibit A (each, a “"Global Note”Securities"), --------- ----------------- 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 on Exhibit C. The aggregate principal amount of a any Global Note --------- Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in exchange for interests the form of certificated Securities in a Global Note pursuant to Section 2.16 may be issued and Notes registered form set forth in Exhibit A (the "Offshore Physical Securities"). --------- ---------------------------- Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued 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 in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”Securities"). All Notes offered --------- ------------------------ The Offshore Physical Securities and sold in reliance on Regulation S shall remain in the form of a Global Note until U.S. Physical Securities are sometimes collectively herein referred to as the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"Physical Securities." -------- ----------

Form and Dating. The Initial Notes Debentures, the Guarantee and the Trustee’s certificate of authentication relating thereto thereon shall be substantially in the form of annexed hereto as Exhibit A heretoor Exhibit B, providedas applicable, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B heretowith 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 relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Debentures may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes Debentures and any notation, legend or endorsement on themthe Debentures. Each Note Debenture shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes form of the Debentures annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to 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 The Debentures will be offered and sold by the Company in reliance on Rule 144A exemptions from the prospectus requirements of applicable Canadian Securities Laws, in each case, subject to the restrictions on transfer set forth herein, and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes Debentures in definitive, registered form, substantially in the form and bearing the restrictive legends set forth in Exhibit A (each, a the “Global NoteDebentures”), deposited with registered in the Trustee, as custodian for name of the Depositarynominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear provided. Subject to the legend set forth in Exhibit C. The terms of this Indenture, the aggregate principal amount of a the Global Note Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for or its nominee, in accordance with the Depositaryinstructions given by the Holder thereof, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 The definitive Debentures shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be issued and Notes offered and sold produced in reliance on any other exemption from registration under the Securities Act other than manner, all 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with determined by the Company have been so complied withOfficers executing such Debentures, as evidenced by their execution of such Debentures.

Form and Dating. The Initial Notes Debentures and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, providedomissions, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B heretosubstitutions and other variations as are required or permitted by this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Debentures may have notations, legends or endorsements required by law, law or stock exchange rule or depository rule or usage. The agreements to which the Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themis subject. Each Note Debenture shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes form of the Debentures annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to 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 and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes Debentures in registered form, substantially in the form set forth in Exhibit A (eachthe "U.S. Global Debentures"), a “Global 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 and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes Debentures offered and sold in offshore transactions in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph Regulation S shall be issued initially in the form of permanent certificated Notes one or more temporary global Debentures in registered form substantially in substantially the form set forth in Exhibit A (the “Physical Notes”"Temporary Offshore Global Debentures"), 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. All Notes offered The aggregate principal amount of the Offshore Global Debentures 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, as hereinafter provided. At any time after the 40th day following the later of commencement of the offering of the Debentures and sold in reliance on Regulation S shall remain the Issue Date, upon receipt by the Trustee and the Company of a certificate substantially in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; providedExhibit B hereto, however, that all of the time periods specified one or more permanent global Debentures in registered form substantially in the Registration Rights Agreement to be complied form set forth in Exhibit A (the "Permanent Offshore Global Debentures"; and together with the Temporary Offshore Global Debentures, the "Offshore Global Debentures") duly executed by the Company have been so complied withand 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 Debentures in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Debentures transferred.

Form and Dating. The Initial Notes Discount Securities and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering the Senior Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto. The Exchange Notes , and the Senior PIK Securities and the Trustee’s certificate certification of authentication relating thereto shall be substantially in the form of Exhibit B C hereto, each of which are incorporated in and form a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or depository rule usage to which the Issuer is subject. Without limiting the generality of the foregoing, Securities offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Securities”) shall bear the legend and include the form of assignment set forth in Exhibit D, Securities offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Securities”) shall bear the legend and include the form of assignment set forth in Exhibit E, and Securities offered and sold to Institutional Accredited Investors in transactions exempt from registration under the Securities Act not made in reliance on Rule 144A or usageRegulation S (“Other Securities”) may be represented by a Restricted Global Security or, if such an investor may not hold an interest in the Restricted Global Security, a Physical Security, in each case, bearing the Private Placement Legend. The Company and the Trustee Issuer shall approve the form of the Notes Securities and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B Securities shall constitute, and are hereby expressly made, a part of this 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 agree to be bound thereby. Notes offered The Securities may be presented for registration of transfer and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in exchange at the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a Global Note may from time to time be increased or decreased by adjustments made on the records offices of the Trustee, as custodian for the Depositary, as hereinafter providedRegistrar. Notes Securities issued in exchange for interests in a Global Note Security pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 Securities in registered form in substantially the form set forth in Exhibit A in the case of Discount Securities, Exhibit B in the case of Senior Securities and Exhibit C in the case of Senior PIK Securities (the “Physical NotesSecurities”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes Series A Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes Series B Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s '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 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. Each Note shall be dated the date of its issuance authentication. The Notes shall be issued in minimum denominations of $1,000 and integral multiples thereof. The Series A Notes and the Series B Notes shall show the date be considered collectively to be a single class for all purposes of its authenticationthis Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The terms and provisions contained in the form of the Notes and the notation thereon relating to the Subsidiary Guarantees annexed hereto as Exhibits Exhibit A and Exhibit B and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, 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 issued in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S global form shall be issued initially substantially in the form of one Exhibit A or more permanent global Exhibit B attached hereto, as applicable (including, in each case, the text referred to in the footnotes thereto). Notes issued in registered form, definitive form shall be substantially in the form set forth in of Exhibit A or Exhibit B attached hereto, as applicable (eachbut without including the text referred to in the footnotes thereto). If required by the applicable procedures of the Depository, a “the Company may issue multiple Global Note”Notes to represent the outstanding Notes, including separate Global Notes for Notes originally issued to (i) "qualified institutional buyers" (as defined in Rule 144 under the Securities Act), deposited with (ii) non-U.S. Persons in an offshore transaction under Regulation S of the Trustee, Securities Act and (iii) institutional "accredited investors" (as custodian for defined in Rule 501(a) under the Depositary, duly executed by Securities Act). Each Global Note shall represent such of the Company outstanding Notes as shall be specified therein and authenticated by each shall provide that it shall represent the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a Global Note outstanding Notes from time to time endorsed thereon and that the 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, in accordance with instructions given by the Holder thereof as custodian required by Section 2.06 hereof. The Original Notes shall be issued only in global form. EXECUTION AND AUTHENTICATION. One Officer shall sign the Notes for the DepositaryCompany by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. Each Subsidiary Guarantor shall execute its Subsidiary Guarantee in the manner set forth in Section 10.07. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) the Series A Notes for original issue on the Issue Date up to the aggregate principal amount of $250,000,000 (the "Original Notes"), (ii) Additional Series A Notes for original issue from time to time after the Issue Date in such principal amounts as hereinafter provided. may be set forth in a written order of the Company described in this sentence and (iii) the Exchange Notes issued from time to time for issue only in exchange for interests in a Global Note like principal amount of Series A Notes pursuant to an Exchange Offer, in each case upon a written order of the Company signed by two Officers, which written order shall specify (a) the amount of Notes to be authenticated and the date of original issue thereof, (b) whether the Notes are Series A Notes or Series B Notes, and (c) the amount of Notes to be issued in global form or definitive form. In the event that the Company delivers a written order to authenticate Additional Series A Notes, as contemplated in clause (ii) of the preceding sentence, such order shall be accompanied by an Officers' Certificate and an Opinion of Counsel confirming that the issuance of such Additional Series A Notes complies with the requirements of Section 2.16 4.09 hereof and all other applicable requirements of this Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed (i) $250,000,000, plus (ii) such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph, except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes offered and sold whenever the Trustee may do so. Each reference in reliance on any other exemption from registration under this Indenture to authentication by the Securities Act other than Trustee includes authentication by such agent. An authenticating agent has the same rights as described in an Agent to deal with 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation Company or an Affiliate of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withCompany.

Form and Dating. The Initial Notes Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository Depository rule or usage. The Company Issuers, the Subsidiary Guarantors and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 forms of the Notes and the Subsidiary Guarantees, annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuers, 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 and Notes offered and sold in reliance on Regulation S 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 (each, a “the "Global Note”"), 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 legend set forth in Exhibit C. provided. The aggregate principal amount of a the Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in exchange for interests the form of permanent certificated Notes in a Global Note pursuant to Section 2.16 may be issued and registered form in substantially the form set forth in Exhibit A (the "Offshore Physical Notes"). Notes offered and sold in reliance on 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 form, in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). All The Offshore Physical Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until U.S. Physical Notes are sometimes collectively herein referred to as the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"Physical Notes".

Form and Dating. The Initial Notes Notes, the notation thereon relating to the Guarantees and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A EXHIBIT A(1) hereto. The Exchange Notes, provided, that any Initial Notes issued in a public offering the notation thereon relating to the Guarantees and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B EXHIBIT A(2) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository depositary rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authenticationissuance. The terms and provisions contained in the Notes and the Guarantees, if any, annexed hereto as Exhibits A EXHIBITS A(1) and B A(2), shall constitute, and are hereby expressly made, a part of this 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 form, substantially in the form set forth in Exhibit A A(1) (each, a “Global Note”the "GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, and shall bear the legend set forth in EXHIBIT B, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in offshore transactions in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A(1) (the “Physical Notes”"OFFSHORE PHYSICAL NOTES"). All Notes offered and sold in reliance on Regulation S any other exemption from registration under the Act other than as described in the preceding paragraph shall remain be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of a Global Note until permanent certificated Notes in registered form, in substantially the consummation of form set forth in Exhibit A(1) (the Exchange Offer pursuant "U.S. PHYSICAL NOTES"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"PHYSICAL NOTES."

Form and Dating. The Initial Notes 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 of Exhibit A A(1) hereto. The Exchange Notes, providedthe notation thereon relating to the Guarantees, that any Initial Notes issued in a public offering if any, and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B A(2) hereto. The Notes may have notations, 23 legends or endorsements required by law, stock exchange 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. Each Note shall be dated the date of its issuance and shall show the date of its authenticationissuance. The terms and provisions contained in the Notes and the Guarantees, if any, annexed hereto as Exhibits A A(1) and B A(2), shall constitute, and are hereby expressly made, a part of this 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 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 A(1) (each, a “the "Global Note”"), 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 authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in exchange for interests the form of permanent certificated Notes in a Global Note pursuant to Section 2.16 may be issued and registered form in substantially the form set forth in Exhibit A(1) (the "Offshore Physical Notes"). Notes offered and sold in reliance on 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 form, in substantially the form set forth in Exhibit A A(1) (the “"U.S. Physical Notes”"). All The Offshore Physical Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until U.S. Physical Notes are sometimes collectively herein referred to as the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"Physical Notes."

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial and the Exchange Notes issued in a public offering and the --------- Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. B. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required --------- by law, stock exchange 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 them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. At the time of issuance, each Security shall have an executed Guarantee from each of the then existing Guarantors endorsed thereon substantially in the form of Exhibit C. --------- The terms and provisions contained in the Notes Securities, annexed hereto as Exhibits A and B B, and the Guarantees shall constitute, and are hereby ---------- - expressly made, a part of this 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 and Notes offered and sold in reliance on Regulation S shall 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 (each, a “Global Note”)A, deposited with the --------- Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided provided, and shall bear the legend legends set forth in Exhibit C. Section 2.14. The aggregate principal amount of a the Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Securities issued in exchange for interests in a the Global Note Securities pursuant to Section 2.16 2.15 may be issued and Notes offered and sold in reliance on 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 Securities in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.form

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto authentication, in respect thereof, shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form which Exhibit is part of Exhibit B heretothis Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange 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 them. Any such notations, legends or endorsements not contained in the form of Note attached as Exhibit A hereto shall be delivered in writing to the Trustee. 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 Notes annexed hereto as Exhibits A and B forms of Securities shall constitute, and are hereby expressly made, a part of this 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. In the event of any inconsistency between the Notes offered and sold in reliance on Rule 144A and the Indenture, the Indenture controls. The 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes are being issued in exchange for interests in a Global Note two series, the Series C Notes and the Series D Notes. The Series C Notes are initially being issued pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other an exemption from registration under the Securities Act other than as described in Act. After the preceding paragraph shall initial issuance date of the Series C Notes, Series D Notes will be issued in exchange for an equal principal amount of outstanding Series C Notes (i) pursuant to the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Registered Exchange Offer pursuant to (as defined in the Registration Rights Agreement; provided), however(ii) if a registration statement covering the resale of Series D Notes has been declared effective, that all in which case the Series C Notes will be exchanged for Series D Notes immediately prior to the resale of Series D Notes pursuant to the registration statement, (iii) at the request of the time periods specified Holder of the Series C Notes, immediately prior to the disposition of such Notes pursuant to Rule 144 under the Securities Act, if the Holder of the Series C Notes delivers to the Trustee an Opinion of Counsel stating that as a result of such disposition, the Series C Notes being disposed of will no longer be restricted securities within the meaning of Rule 144 or (iv) if the Holder of the Series C Notes delivers to the Trustee an Opinion of Counsel stating that the Series C Notes are no longer restricted securities within the meaning of Rule 144 under the Securities Act. Upon any such exchange, the Series C Notes shall be cancelled in the Registration Rights Agreement to accordance with Section 2.11 and shall no longer be complied with by the Company have been so complied withdeemed outstanding for any purpose.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s '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 rule or depository rule or usage. The Company Lennar and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Lennar 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 form, substantially in the form set forth in Exhibit A (each, a “"Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Lennar and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a the Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “"Physical Notes”"). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company Lennar have been so complied with.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee’s 's certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s 's certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 forms of the Notes annexed hereto as Exhibits Exhibit A and B Exhibit B, shall constitute, and are hereby expressly made, a part of this 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 Global Notes in registered form, substantially in the form set forth in Exhibit A hereto (each, a “"Global Note”Notes"), 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 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 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 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 a 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 DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph pursuant to Rule 144A or Rule 501(a)(1), (2), (3) or (7) or Regulation S shall be issued issued, and Notes offered and sold in reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) may be 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”"). All The Offshore Physical Notes offered and sold the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering part of this Indenture. The Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements (including the Security Guarantee) required by law, stock exchange 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 (including the Security Guarantee) on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 Global Securities and Notes 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 formRegulation S Temporary Global Securities, substantially in the form set forth in Exhibit A (each, a “Global Note”)hereto, 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. C hereto. The aggregate principal amount of a the Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Securities issued in exchange for interests in a Global Note Security pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 Physical Securities in substantially the form set forth in Exhibit A (hereto. The Restricted Period for the “Physical Notes”). All Notes offered and sold in reliance on Regulation S Temporary Global Security shall remain be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, 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 Regulation S Temporary Global Security (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Security or an IAI Global Security) and (ii) receipt of an Opinion of Counsel. Following the termination of the Restricted Period, beneficial interests in the form Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities. Simultaneously with the authentication of a Regulation S Permanent Global Note until Security, the consummation Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Exchange Offer pursuant Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the Registration Rights Agreement; provided, however, that all records of the time periods specified Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest 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 Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the Registration Rights Agreement to be complied with Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by the Company have been so complied withparticipants through Euroclear or Cedel Bank.

Form and Dating. The Initial Notes 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 of Exhibit A EXHIBIT A(1) hereto. The Exchange Notes, providedthe notation thereon relating to the Guarantees, that any Initial Notes issued in a public offering if any, and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B EXHIBIT A(2) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository depositary rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authenticationissuance. The terms and provisions contained in the Notes and the Guarantees, if any, annexed hereto as Exhibits A A(1) and B A(2), shall constitute, and are hereby expressly made, a part of this 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 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 A(1) (each, a “Global Note”the "GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, and shall bear the legend set forth in EXHIBIT B, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in offshore transactions in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A(1) (the “Physical Notes”"OFFSHORE PHYSICAL NOTES"). All Notes offered and sold in reliance on Regulation S any other exemption from registration under the Act other than as described in the preceding paragraph shall remain be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of a Global Note until permanent certificated Notes in registered form, in substantially the consummation of form set forth in Exhibit A(1) (the Exchange Offer pursuant "U.S. PHYSICAL NOTES"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"PHYSICAL NOTES."

Form and Dating. The Initial Fixed Rate Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in hereto and the form of Exhibit B hereto. The Exchange Floating Rate Notes and the 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 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 themthereon. 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 endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the Notes annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of this 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 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 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 (each, a “Global Note”)or Exhibit B, 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 and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 or Exhibit B (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. A. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have --------- notations, legends or endorsements required by law, stock exchange 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 them. 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 Notes annexed hereto as Exhibits A and B Securities shall constitute, and are hereby expressly made, a part of this 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 144A, Securities transferred after the initial resale thereof to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Notes Securities offered and sold in reliance on Regulation S shall 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 (each, a “Global Note”)A, 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. B. The aggregate principal amount of a the Global Note Securities --------- may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Securities issued in exchange for interests in a Global Note Security pursuant to Section 2.16 may be issued and Notes Securities offered and sold in reliance on 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 Securities in registered form in substantially the form set forth in Exhibit A (the “"Physical Notes”Securities"). --------- ------------------- All Notes Securities offered and sold in reliance on Regulation S shall remain in the form of a Global Note Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all -------- ------- of the time periods specified in the Registration Rights Agreement to be complied with by the Company and the Subsidiary Guarantors have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s '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 rule or depository rule or usage. The Company LNR and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company LNR 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 form, substantially in the form set forth in Exhibit A (each, a “"Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company LNR and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a the Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “"Physical Notes”"). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company LNR have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository rule or usage. The Company and the Trustee Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Subsidiary Guarantors existing on the Closing Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the Notes annexed hereto as Exhibits A and B the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, 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 a one or more permanent global Notes, each in registered form, substantially in the form set forth in Exhibit A (individually and collectively, the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided 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 one or more permanent global Notes, each in registered form, substantially in the form of Exhibit A (individually and collectively, the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 Subsidiary Guarantee from each of the Subsidiary 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 (each, a “Global Note”)A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the legend set forth in Exhibit C. Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 and bearing the applicable legends, if any, (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering part of this Indenture. The Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form set forth in Exhibits A and B hereto. The terms and provisions contained in the Notes Securities annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 Securities 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 Securities, substantially in the form set forth in Exhibit A (each, a “Global Note”)hereto, 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 legend set forth in Exhibit C. C hereto. The aggregate principal amount of a the Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Series A Notes and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A annexed hereto, provided, that any Initial which is hereby incorporated in and expressly made a part of this Indenture. The Series B Notes issued in a public offering and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B annexed hereto. The Exchange Notes , which is hereby incorporated in and the Trustee’s certificate expressly made a part of authentication relating thereto shall be substantially in the form of Exhibit B heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange 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 themthe Notes. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. Notes offered and sold in reliance on Rule 144A and to Institutional Accredited Investors 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, deposited with the Trustee, as custodian for the Depository, and shall show bear the date legend set forth on Exhibit C. The aggregate principal amount of its authenticationany Global Note 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. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of certificated Notes in registered form, substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of certificated Notes in registered form in substantially the form set forth in Exhibit A (the "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 terms and provisions contained in the Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture and, and to the extent applicable, 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 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s '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 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. 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 Notes annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “the "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit C, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in exchange for interests the form of permanent certificated Notes in a Global Note pursuant to Section 2.16 may be issued and registered form in substantially the form set forth in Exhibit A (the "Offshore Physical Notes"). Notes offered and sold in reliance on 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 form, in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). All The Offshore Physical Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until U.S. Physical Notes are sometimes collectively herein referred to as the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"Physical Notes."

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A hereto, provided, that any Initial which is hereby --------- incorporated in and expressly made a part of this Indenture. The Exchange Notes issued in a public offering and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto. The Exchange Notes , which is hereby incorporated in and the Trustee’s certificate expressly --------- made a part of authentication relating thereto shall be substantially in the form of Exhibit B heretothis Indenture. The Notes may have notations, legends or endorsements (including the Note Guarantee) required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement (including the Note Guarantee) on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 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 Securities, substantially in the form set forth in Exhibit A (eachhereto, a “Global Note”), --------- deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided with the Note Guarantees of the Guarantors endorsed thereon and shall bear the legend set forth in Exhibit C. C hereto. The aggregate principal amount of a the Global Note --------- Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note Security pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 Physical Securities in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.A. ---------

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of attached hereto as Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule or depository rule agreements to which the Issuer 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 and the Trustee Issuer shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed attached hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicableIssuer, the Company Guarantors 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. 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 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 attached hereto in Exhibit A (each, a the “U.S. Global NoteNotes”), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in offshore transactions in reliance on any other exemption Regulation S shall be issued initially in the form of one or more global Notes in registered form substantially in the form attached hereto as Exhibit A (the “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 Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from registration under time to time be increased or decreased by adjustments made in the Securities Act records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Notes that are transferred to Institutional Accredited Investors which are not QIBs (other than as described in the preceding paragraph offshore transactions in reliance on Regulation S) shall be issued in the form of permanent certificated Certificated Notes in registered form in substantially the form attached hereto as Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the U.S. Global Notes shall be in the form of U.S. Physical Notes. Notes issued pursuant to Section 2.07 hereof in exchange for interests in Offshore Global Notes shall be in the form of permanent Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Offshore Physical Notes”). All The Offshore Physical Notes offered and sold 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 as the “Global Notes.” Definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, all as determined by the Officer executing such Notes, as evidenced by its execution of such Notes.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be until the Assumption substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, providedomissions, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes substitutions and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretoother variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, by stock exchange rule agreements to which Escrow Subsidiary prior to the Assumption and thereafter FelCor LP or depository rule the Guarantors are subject or by usage. The Company Escrow Subsidiary prior to the Assumption and the Trustee thereafter FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, Escrow Subsidiary prior to the Company Assumption and thereafter FelCor LP, 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 form, substantially in the form set forth in Exhibit A (eachcollectively, a the “U.S. Global NoteNotes”), deposited with the Trustee, as custodian for the Depositary, duly executed by Escrow Subsidiary prior to the Company Assumption and thereafter FelCor LP and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Notes issued offered and sold in exchange for interests offshore transactions in a Global Note pursuant to Section 2.16 may 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”) deposited with the Trustee, as custodian for the Depositary, duly executed by FelCor LP and authenticated by the Trustee as hereinafter provided. At any time following 40 days from the initial issuance of a series of notes (the “Offshore Notes Exchange Date”), upon receipt by the Trustee and 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 FelCor LP and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, 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 any other exemption from registration Regulation D 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 offered and sold issued pursuant to Section 2.07 in reliance on Regulation S exchange for interests in the Offshore Global Note shall remain be in the form of a permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “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 Note until Notes and the consummation 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 exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. Notwithstanding anything in Section 2.07 or Section 2.08 of this Indenture, prior to the date of the Exchange Offer pursuant to the Registration Rights Agreement; providedAssumption, however, that all of the time periods specified beneficial interests in the Registration Rights Agreement to Global Notes shall not be complied with by transferred to, or exchanged for, interests in a Physical Note without the Company have been so complied withconsent of Escrow Subsidiary and the Trustee.

Form and Dating. The Initial Securities that are 9.25% Senior Notes due 2009, Series A-1 and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A A-1 hereto, providedwhich is hereby incorporated in and expressly made a part of this Indenture. The Initial Securities that are 9.25% Senior Notes due 2009, that any Initial Notes issued Series A-2 and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit A-2 hereto, which is hereby incorporated in and expressly made a public offering part of this Indenture. The Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 and Notes 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 (each, a “Global Note”)A-1 hereto, 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 legend set forth in Exhibit C. C hereto. Securities offered and sold to the Accredited Investors shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-2 hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C hereto. The aggregate principal amount of a the Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit EXHIBIT A hereto, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering part of this Indenture. The Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange 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 them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. Each Security shall have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in the form set forth in EXHIBITS A and B hereto. The terms and provisions contained in the Notes Securities annexed hereto as Exhibits EXHIBITS A and B shall constitute, and are hereby expressly made, a part of this 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 and Notes 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 EXHIBIT A (each, a “Global Note”)hereto, 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. EXHIBIT C hereto. The aggregate principal amount of a the Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of annexed hereto as Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to 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 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 (each, a “the "U.S. Global Note”Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Notes issued offered and sold in exchange for interests offshore transactions in a Global Note pursuant to Section 2.16 may 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 "Offshore Global Notes") 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 Offshore 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, as hereinafter provided. Notes offered and sold in reliance on any other exemption from registration Regulation D 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 offered and sold issued pursuant to Section 2.07 in reliance on Regulation S exchange for interests in the Offshore Global Notes shall remain be in the form of a 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 Note until and the consummation Offshore Global 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 the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified these methods or may be produced in the Registration Rights Agreement to be complied with any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, 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 of Exhibit A hereto, provided, that any Initial Notes issued in a public offering thereof shall be substantially in the form of Exhibit B annexed hereto. The Exchange Notes , which is hereby incorporated in and the Trustee’s certificate expressly made a part of authentication relating thereto shall be substantially in the form of Exhibit B heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange 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 themthe Notes. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. Notes offered and sold in reliance on Rule 144A and to Institutional Accredited Investors 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 B, deposited with the Trustee, as custodian for the Depository, and shall show bear the date legend set forth on Exhibit C. The aggregate principal amount of its authenticationany Global Note 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. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of certificated Notes in registered form, substantially in the form set forth in Exhibit B (the "Offshore Physical Notes"). Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of certificated Notes in registered form in substantially the form set forth in Exhibit B (the "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 terms and provisions contained in the Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture and, and to the extent applicable, 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 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s certificate Securities of authentication relating thereto each series shall be substantially in the such form of Exhibit A or forms (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental hereto, providedin each case with such appropriate insertions, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes omissions, substitutions and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes other variations as are required or permitted by this Indenture and may have notations, imprinted or otherwise reproduced thereon such legend or legends or endorsements required by lawendorsements, stock exchange rule or depository rule or usage. The Company and not inconsistent with the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree as may be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the Officer executing such terms Securities as evidenced by their execution of the Securities. To the extent any provisions of any Security conflict with the express provisions of this Indenture, the provisions of this Indenture shall govern and provisions and to be bound therebycontrol. Notes Securities 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 Securities in registered form, substantially in the form set forth in Exhibit A attached to an indenture supplemental hereto (each, a the “U.S. Global NoteSecurities”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes Securities offered and sold in offshore transactions in reliance on any other exemption Regulation S shall be issued initially in the form of one or more global Securities in registered form substantially in the form attached to an indenture supplemental hereto (the “Offshore Global Securities”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Securities may from registration under time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Securities Act that are transferred to Institutional Accredited Investors which are not QIBs (other than as described in the preceding paragraph offshore transactions in reliance on Regulation S) shall be issued in the form of permanent certificated Notes Certificated Securities in registered form in substantially the form set forth in Exhibit A attached to an indenture supplemental hereto (the “U.S. Physical NotesSecurities”). All Notes offered and sold Securities issued pursuant to Section 2.10 hereof in reliance on Regulation S exchange for interests in the U.S. Global Securities shall remain be in the form of a Global Note until the consummation of the Exchange Offer U.S. Physical Securities. Securities issued pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified Section 2.10 hereof in exchange for interests in Offshore Global Securities shall be in the Registration Rights Agreement form of permanent Certificated Securities in registered form in substantially in the form attached to an indenture supplemental hereto (the “Offshore Physical Securities”). The Offshore Physical Securities and U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to as the “Global Securities.” Physical Securities shall be complied with typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Securities may be listed, all as determined by the Officer executing such Securities, as evidenced by its execution of such Securities.

Form and Dating. 27- The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of EXHIBIT A hereto. The Private Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange 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. 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 Notes annexed hereto as Exhibits EXHIBITS A and B AND B, shall constitute, and are hereby expressly made, a part of this 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 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 formGlobal Notes, substantially in the form set forth in Exhibit EXHIBIT A (each, a “Global Note”), 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 EXHIBIT C. The aggregate principal amount of a the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 EXHIBIT A (the “Physical Notes”"PHYSICAL NOTES"). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; providedPROVIDED, howeverHOWEVER, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued which is hereby --------- incorporated in and expressly made a public offering part of this Indenture. The Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly --------- made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements (including the Security Guarantee) required by law, stock exchange 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 (including the Security Guarantee) on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 and Notes 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 (each, a “Global Note”)hereto, deposited with the Trustee, as custodian for the DepositaryDepository, --------- duly executed by the Company and authenticated by the Trustee as hereinafter provided with the Guarantees of the Guarantors endorsed thereon and shall bear the legend set forth in Exhibit C. C hereto. The aggregate principal amount of a the --------- Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Securities issued in exchange for interests in a Global Note Security pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 Physical Securities in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.A. ---------

Form and Dating. The Initial Notes 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 of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes 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 of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange 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. 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 Notes and the Guarantees, if any, annexed hereto as Exhibits A A, B and B F, shall constitute, and are hereby expressly made, a part of this 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 (i) in reliance on Rule 144A and Notes offered and sold 144A, (ii) to Institutional Accredited Investors or (iii) in reliance on Regulation S S, 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, 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 (each, a “the "Global Note”"), 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. One or more separate Global Notes shall be issued to represent Notes held by (i) Qualified Institutional Buyers (a "QIB Global Note"), (ii) Institutional Accredited Investors (an "IAI Global Note") and (iii) Persons acquiring Notes in reliance on Regulation S (a "Regulation S Global Note"). The aggregate principal amount of a 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 DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company and the Guarantors have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto Each Warrant Certificate shall be issued in registered form only, substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. A. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Warrant Certificates may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company is subject, if any, or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and usage (including CUSIP numbers) (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company) and shall bear the legends required by Section 2.2. Each Note Warrant Certificate shall be dated the date of its issuance and shall show the date of its authenticationcountersignature. The terms and provisions contained in the Notes form of Warrant annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to Warrant Agreement. To the extent applicable, the Company Company, the Warrant Agent and the TrusteeInitial Warrant Agent, by their execution and delivery of this IndentureWarrant Agreement, expressly agree to such terms and provisions and to be bound thereby. Notes Warrants 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 Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (eachthe "Global Warrants"), a “Global Note”)registered in the name of the Depositary or the nominee of the Depositary, deposited with the TrusteeInitial Warrant Agent, as custodian for the Depositary, duly executed by the Company and authenticated countersigned by the Trustee Warrant Agent and the Initial Warrant Agent as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount number of a Warrants represented by the Global Note Warrant may from time to time be increased or decreased by adjustments made on the records of the TrusteeWarrant Agent or the Initial Warrant Agent, as applicable, as custodian for the DepositaryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes Warrants in definitive form may be issued in exchange for interests in a the Global Note Warrant pursuant to Section 2.16 may be issued such procedures as the Company and Notes offered the Warrant Agent or the Initial Warrant Agent, as applicable, shall reasonably agree upon and sold in reliance on 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 Warrants in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”)A. Ownership of beneficial interests in Global Warrants will be limited to Participants or Indirect Participants. All Notes offered and sold The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with any other manner permitted by the Company have been so complied withrules of any securities exchange on which the Warrants may be listed, all as determined by the officers executing such Warrant Certificates, as evidenced by their execution of such Warrant Certificates.

Form and Dating. The Initial Notes Notes, the notation thereon relating to the Guarantees, if any, and the Trustee’s 's certificate of authentication shall be substantially in the form of EXHIBIT A hereto. The Exchange 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 of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange 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 themthereon. 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 Subsidiary Guarantors endorsed thereon substantially in the form of EXHIBIT F hereto. The terms and provisions contained in the Notes annexed hereto as Exhibits EXHIBITS A and B AND B, shall constitute, and are hereby expressly made, a part of this 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 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 EXHIBIT A (each, a “the "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided pro- vided and shall bear the legend set forth in Exhibit EXHIBIT C. The aggregate principal amount of a the Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 EXHIBIT A, with respect to Initial Notes, and EXHIBIT B, with respect to Exchange Notes (in each case, the “"Physical Notes”). ".) All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; providedPROVIDED, howeverHOWEVER, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company and the Subsidiary Guarantors have been so complied with.

Form and Dating. (a) The Initial Notes Exchange Debentures and the Trustee’s certificate of authentication relating thereto of the Trustee or an authenticating agent appointed on its behalf pursuant to Section 2.02 shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B heretobearing such legend as is required pursuant to this Section 2.01. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Debentures may have notations, legends or endorsements required by law, stock exchange 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. Each Note Exchange Debenture shall be dated the date of its issuance authentication. The Exchange Debentures shall be in denominations of $10,000 principal amount and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes annexed hereto as Exhibits A and B Exchange Debentures shall constitute, and are hereby expressly made, a part of this Indenture and, and to the extent applicable, the Company Parent 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 Exchange Debentures shall be issued initially in the form of one or more permanent global Notes Global Exchange Debentures in definitive, fully registered form, without interest coupons, substantially in the form set forth in of Exhibit A hereto, bearing such legend as is required pursuant to this Section 2.01 (each, a “Global Note”the "GLOBAL EXCHANGE DEBENTURES"), will be deposited with on the TrusteeExchange Date with, or on behalf of, the Depositary and registered in the name of Cede & Co., as custodian for nominee of the DepositaryDepositary (such nominee being referred to herein as the "GLOBAL EXCHANGE DEBENTURE HOLDER"), duly executed by the Company Parent and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. herein provided. The aggregate principal amount of a the Global Note Exchange Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Notes issued in exchange for interests in Any person having a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described beneficial interest in the preceding paragraph shall Global Exchange Debentures may, upon request to the Trustee, exchange such beneficial interest for Exchange Debentures in definitive form (each a "CERTIFICATED EXCHANGE DEBENTURE"). Upon any such issuance, the Trustee is required to register such Exchange Debentures in the name of, and cause the same to be delivered to, such persons or persons (or the nominee of any thereof). Such Exchange Debentures will be issued in fully registered form. In addition, if (i) Parent notifies the Trustee in writing that the Depositary is no longer willing or able to act as a depositary and Parent is unable to locate a qualified successor within 90 days or (ii) Parent, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Exchange Debentures, then, upon surrender by the relevant Global Exchange Debenture Holder of its Global Exchange Debentures, Certificated Exchange Debentures in such form of permanent certificated Notes in registered form in substantially will be issued to each person that such Global Exchange Debenture Holder and the form set forth in Exhibit A (Depositary identifies as being the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation beneficial owner of the related Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withDebentures.

Form and Dating. Provisions relating to the Senior Secured Notes and the Senior Secured Exchange Securities are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The Initial (i) Senior Secured Notes and the Trustee’s certificate of authentication relating thereto and (ii) any Additional Senior Secured Notes (if issued as Senior Secured Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, provided, that any Initial which is hereby incorporated in and expressly made a part of this Senior Secured Notes issued in a public offering Indenture. The Senior Secured Exchange Securities shall be in substantially in the form of Exhibit B A hereto, as applicable, except that the Senior Secured Exchange Securities shall not contain the “Restricted Securities Legend”, as set forth in Exhibit A hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Senior Secured Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which any Issuer or depository rule any Senior Secured Note Guarantor is subject, if any, or usage. The Company and the Trustee shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Issuers). Each Senior Secured Note shall be dated the date of its issuance and shall show the date of its authentication. The terms Senior Secured Notes shall be issuable only in registered form without interest coupons and provisions contained in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The Global Senior Secured 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 Secured Notes as shall be specified in the Notes annexed hereto as Exhibits A “Schedule of Exchanges of Interests in the Global Security” attached thereto and B each shall constitute, and are hereby expressly made, a part of this Indenture and, provide that it shall represent up 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 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a Global Note Senior Secured Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior Secured 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 Secured 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied accordance with instructions given by the Company have been so complied withHolder thereof as required by Section 2.03 hereof.

Form and Dating. The Initial Notes Debentures, and the Trustee’s certificate of authentication relating thereto thereon and the Guarantee shall be substantially in the form of annexed hereto as Exhibit A heretoor Exhibit B, providedas applicable, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B heretowith 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 relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Debentures may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes Debentures and any notation, legend or endorsement on themthe Debentures. Each Note Debenture shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes form of the Debentures annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to 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 The Debentures will be offered and sold by the Company in reliance on Rule 144A exemptions from the prospectus requirements of applicable Canadian Securities Laws, in each case, subject to the restrictions on transfer set forth herein, and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes Debentures in definitive, registered form, substantially in the form and bearing the restrictive legends set forth in Exhibit A (each, a the “Global NoteDebentures”), deposited with registered in the Trustee, as custodian for name of the Depositarynominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear provided. Subject to the legend set forth in Exhibit C. The terms of this Indenture, the aggregate principal amount of a the Global Note Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for or its nominee, in accordance with the Depositaryinstructions given by the Holder thereof, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 The definitive Debentures shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be issued and Notes offered and sold produced in reliance on any other exemption from registration under the Securities Act other than manner, all 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with determined by the Company have been so complied withOfficers executing such Debentures, as evidenced by their execution of such Debentures.

Form and Dating. The Initial Notes and the Trustee’s authentication agent's certificate of authentication relating thereto shall be until the Assumption substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, providedomissions, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes substitutions and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretoother variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, by stock exchange rule agreements to which Escrow Subsidiary prior to the Assumption and thereafter FelCor LP or depository rule the Guarantors are subject or by usage. The Company Escrow Subsidiary prior to the Assumption and the Trustee thereafter FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, Escrow Subsidiary prior to the Company Assumption and thereafter FelCor LP, 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 form, substantially in the form set forth in Exhibit A (eachcollectively, a the “U.S. Global NoteNotes”), deposited with the TrusteeRegistrar, as custodian for the Depositary, duly executed by Escrow Subsidiary prior to the Company Assumption and thereafter FelCor LP and authenticated by the Trustee authenticating agent as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note 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, 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”) deposited with the Registrar, as custodian for the Depositary, duly executed by FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided. At any time following 40 days from the initial issuance of a series of notes (the “Offshore Notes issued Exchange Date”), upon receipt by the Trustee and FelCor LP of a certificate substantially in exchange 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 FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided shall be deposited with the Registrar as custodian for interests the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in a the principal amount of the Temporary Offshore Global Note pursuant Notes in an amount equal to Section 2.16 may be issued and the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on any other exemption from registration Regulation D 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 offered and sold issued pursuant to Section 2.07 in reliance on Regulation S exchange for interests in the Offshore Global Note shall remain be in the form of a permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “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 Note until Notes and the consummation 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 exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. Notwithstanding anything in Section 2.07 or Section 2.08 of this Indenture, prior to the date of the Exchange Offer pursuant to the Registration Rights Agreement; providedAssumption, however, that all of the time periods specified beneficial interests in the Registration Rights Agreement to Global Notes shall not be complied with by transferred to, or exchanged for, interests in a Physical Note without the Company have been so complied withconsent of Escrow Subsidiary.

Form and Dating. The Initial Notes and any PIK Notes and the Trustee’s certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository DTC rule or usage. Any PIK Notes will be issued with the designation “PIK” on the face of such PIK Note. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes forms of the Note annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this 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 therebythereby upon authentication thereof pursuant to this Indenture. 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 notes in registered form, substantially in the form set forth in Exhibit A (each, a the “144A Global NoteNotes”), 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 and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and B. Notes offered and sold to Institutional Accredited Investors in reliance on any other exemption from registration Rule 501(a)(1), (2), (3) or (7) under the Securities Act other than as described in the preceding paragraph shall be issued initially in the form of one or more permanent certificated Notes global notes in registered form form, substantially in substantially the form set forth in Exhibit A (the “Physical IAI Global Notes”). All Notes offered , deposited with the Trustee, as custodian for DTC, and sold in reliance on Regulation S shall remain registered in the form name of a Global Note until DTC or the consummation nominee of the Exchange Offer pursuant to the Registration Rights Agreement; providedDTC, however, that all of the time periods specified in the Registration Rights Agreement to be complied with duly executed by the Company have been so complied with.and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B.

Form and Dating. Provisions relating to the Initial Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of authentication relating thereto and (ii) any Additional Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering shall be substantially in the form part of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Issuer or depository rule any Subsidiary Guarantor is subject, if any, or usage. The Company and the Trustee shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Issuer). Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms Notes shall be issuable only in registered form, without interest coupons, in minimum denominations of $2,000 and provisions contained integral multiples of $1,000 in excess thereof, provided that Notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by participants of the Depository in denominations of less than $2,000. Execution and Authentication . The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes annexed hereto as Exhibits A for original issue on the date hereof in an aggregate principal amount of $500,000,000 and B shall constitute, and are hereby expressly made, a part of this Indenture and, (b) subject to the extent applicable, the Company and the Trustee, by their execution and delivery terms of this Indenture, expressly agree to such terms and provisions and Additional Notes in an aggregate principal amount to be bound therebydetermined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes offered to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and sold delivery instructions. Notwithstanding anything to the contrary in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S this Indenture, no Opinion of Counsel shall be issued initially required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the form Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more permanent global Notes in registered form, substantially in authenticating agents reasonably acceptable to the form set forth in Exhibit A (eachIssuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a “Global Note”), deposited with copy of which shall be furnished to the Trustee, as custodian for the Depositary, duly executed Issuer. Unless limited by the Company and authenticated terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as hereinafter provided any Registrar, Paying Agent or agent for service of notices and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied withdemands.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. A. The Notes may have notations, legends or endorsements required by law, stock exchange 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 Notes 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. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and B A, shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “the "Global Note”"), 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 all the legend legends set forth in Exhibit C. Section 2.15. The aggregate principal amount of a the Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.set

Form and Dating. The aggregate principal amount of Units and Notes that may be issued under this Indenture is unlimited. The Initial Units, the Notes forming the Initial Units and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit EXHIBIT A hereto. The Exchange Units, provided, that any Initial the Notes issued in a public offering forming the Exchange Units and the Trustee's certificate of authentication shall be substantially in the form of Exhibit EXHIBIT B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Units may have notations, legends or endorsements required by law, stock exchange rule or depository Depository rule or usage. The Company Each Unit and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance authentication. The Notes comprising a Unit are not separable and shall show the date of its authenticationare transferable only as that Unit. The terms and provisions contained in the Units and the Notes annexed hereto as Exhibits EXHIBIT A and B EXHIBIT B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Subsidiary 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 Units 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 Units in registered form, substantially in the form set forth in Exhibit A (each, a “Global Note”"GLOBAL UNITS"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and the Subsidiary Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit on EXHIBIT C. The aggregate principal amount of any Note forming a Global Note part of a Unit may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Units offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Global Units deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and the Subsidiary Issuer and authenticated by the Trustee as hereinafter provided. Notes provided and shall bear the legend set forth on EXHIBIT C or shall be issued in exchange for interests the form of certificated Units in a Global Note pursuant to Section 2.16 may be issued and Notes registered form set forth in EXHIBIT A (the "OFFSHORE PHYSICAL UNITS"). Units offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Units offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes Units in registered form in substantially the form set forth in Exhibit EXHIBIT A (the “Physical Notes”"U.S. PHYSICAL UNITS"). All Notes offered The Offshore Physical Units and sold in reliance on Regulation S shall remain in the form of a Global Note until U.S. Physical Units are sometimes collectively herein referred to as the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"PHYSICAL UNITS".

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and --------- the Trustee’s '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 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 themthereon. 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 endorsed thereon substantially in the form of Exhibit F hereto. --------- The terms and provisions contained in the Notes annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of ---------------- this 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 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 formGlobal Notes, substantially in the form set forth in Exhibit A (each, a “Global Note”)A, 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 and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a the Global Note Notes may --------- from time to time be increased or decreased de- creased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “"Physical --------- -------- Notes”"). ----- All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company and the Guarantors have been so complied with.

Form and Dating. The Initial Series A Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. usage in addition to those set forth in Exhibit A and Exhibit B. The Company Series B Notes and the Trustee Trustee's certificate of authentication 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 them. if any, shall be substantially in the form set forth in Exhibit C. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of US$1,000 and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes annexed hereto as Exhibits A and B Guarantees shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, 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 and Notes offered and sold in reliance on Regulation S 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 (each, a “the "Rule 144A Global Note”"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in exchange the form of a single temporary global Note in registered form substantially in the form set forth in Exhibit A (the "Temporary Regulation S Global Note"), deposited with the Trustee, as custodian for interests the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following 40 days after the later of the consummation of the offering of the Notes and the Issue Date (or, in the case of Additional Notes, 40 days after the later of the consummation of the offering of such Additional Notes or the date on which such Additional Notes were originally issued), upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit D(1), a single permanent Global Note pursuant in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S 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. 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, as hereinafter provided. Subject to Section 2.16 may be issued and 2.6(g), Notes offered and sold to institutional accredited investors (as defined in reliance on any other exemption from registration Rule 501(a)(1), (2), (3) or (7) under the Securities Act other than as described in the preceding paragraph 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 “Physical "U.S. Certificated Notes”"). All Notes offered and sold issued pursuant to Section 2.6 in reliance on exchange for interests in the Rule 144A Global Note or the Regulation S Global Note shall remain be in the form of a permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore 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 Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as the "Certificated Notes." The Rule 144A Global Note until and the consummation of Regulation S Global Note are sometimes referred to herein as the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"Global Notes."

Form and Dating. The Initial Notes Notes, the notation thereon relating to the Guarantees and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A hereto. The Exchange Securities, provided, that any Initial Notes issued in a public offering the notation thereon --------- relating to the Guarantees and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities --------- may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form forms of the Notes Securities and any notation, legend or endorsement on themthereon. Each Note Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit F hereto. Each Security shall be --------- dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes Securities and the Guarantees annexed hereto as Exhibits A A, B and B F shall constitute, and are ------------------- hereby expressly made, a part of this 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 144A, and Notes Securities offered and sold in reliance on Regulation S S, shall be issued initially in the form of one or more permanent global Notes notes in fully registered formform without interest coupons, substantially in the form set forth in Exhibit A (each, each a “--------- "Global Note”Security"), and shall be deposited with the Trustee, as custodian for ---------------- the Depositary, duly executed by and registered in the Company and authenticated by name of a nominee of the Trustee as hereinafter provided and Depositary. The Global Security shall bear the legend set forth in Exhibit C. C, and shall be duly --------- executed by the Company (and have an executed Guarantee from each of the Guarantors endorsed thereon) and shall be authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Securities issued in exchange for interests in a Global Note Security pursuant to Section 2.16 2.15 may be issued and Notes offered and sold in reliance on 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 Securities in registered form in substantially the form set forth in Exhibit A --------- (the “"Physical Notes”). Securities") and shall bear the legend set forth in Exhibit A. ------------------- --------- All Notes Securities offered and sold in reliance on Regulation S shall remain in the form of a Global Note Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time -------- ------- periods specified in the Registration Rights Agreement to be complied with by the Company and the Guarantors have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository depositary rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes Series A Securities and the Trustee’s certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A annexed hereto, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering part of this Indenture. The Series B Securities and the Trustee’s certificate of authentication thereof shall be substantially in the form of Exhibit B annexed hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements (including notations relating to the Guarantees) required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement (including notations relating to the Guarantees) on themthe Securities. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 144A, Securities offered and Notes sold to Institutional Accredited Investors and Securities offered and sold in reliance on Regulation S shall 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 (each, a “Global Note”)A, 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 on Exhibit C. The aggregate principal amount of a any Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued 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 in substantially the form set forth in Exhibit A (the “Physical NotesSecurities”). All Notes Securities offered and sold in reliance on Regulation S shall remain in the form of a Global Note Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods period specified in the Registration Rights Agreement to be complied with by the Company have been so complied with. Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary of the Company, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary of the Company (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer or Assistant Secretary of the Company whose signature is on a Security was an Officer or Assistant Secretary of the Company at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. Each Subsidiary Guarantor shall execute the Guarantee in the manner set forth in Section 10.06. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver (i) Series A Securities for original issue in the aggregate principal amount not to exceed $200,000,000, (ii) Series B Securities from time to time for issue only in exchange for a like principal amount of Series A Securities, and (iii) subject to Section 4.04 hereof, any amount of Additional Securities specified by the Company, in each case upon a written order of the Company. Such written order shall specify the amount of Securities to be authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities of such series authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as the Trustee to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof, except as other denominations may be necessary as a result of a pro rata redemption or purchase of Securities required by the provisions of this Indenture and the Securities. The Company, any Subsidiary Guarantor, the Trustee and any agent of the Company, any Subsidiary Guarantor or the Trustee may treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Securities with respect to record dates) interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Company, any Subsidiary Guarantor, the Trustee nor any agent of the Company, any Subsidiary Guarantor or the Trustee shall be affected by notice to the contrary.

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering part of this Indenture. The Exchange Securities and the Trustee's certifi- cate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange 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 them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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 144A Global Securities and Notes 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 formRegulation S Temporary Global Securities, substantially in the form set forth in Exhibit A (each, a “Global Note”)hereto, 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. C hereto. The aggregate principal amount of a the Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange The Restricted Period for interests in the Regulation S Temporary Global Security shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from the Euroclear System and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note Security (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other another exemption from registration under the Securities Act other than as described and who will take delivery of a beneficial ownership interest in a 144A Global Security or an IAI Global Security) and (ii) receipt of an Opinion of Counsel. Following the termination of the Restricted Period, beneficial interests in the preceding paragraph Regulation S Temporary Global Security shall be issued exchanged for beneficial interests in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S Permanent Global Security. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall remain cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security 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 the case may be, in connection with transfers of interest 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 Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the form of a Regulation S Temporary Global Note until Security and the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, Regulation S Permanent Global Security that all of the time periods specified in the Registration Rights Agreement to be complied with are held by the Company have been so complied withparticipants through Euroclear or Cedel Bank.

Form and Dating. The Initial Notes 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 of Exhibit A A(1) hereto. The Exchange Notes, providedthe notation thereon relating ------------ to the Guarantees, that any Initial Notes issued in a public offering if any, and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B A(2) hereto. The Notes may have ------------ notations, legends or endorsements required by law, stock exchange 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. Each Note shall be dated the date of its issuance and shall show the date of its authenticationissuance. The terms and provisions contained in the Notes and the Guarantees, if any, annexed hereto as Exhibits A A(1) and B A(2) shall constitute, and are hereby ------------- ---- expressly made, a part of this 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 and Notes offered and sold or in offshore transactions in reliance on of 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 A(1) (each, a “"Global Note”"), 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 authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a 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 DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the 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, in substantially the form set forth in Exhibit A(1) (the "U.S. Physical Notes"). ------------ ------------------- Notes offered and sold in offshore transactions in reliance on Regulation S may also be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A(1) (the “"Offshore Physical ------------ ----------------- Notes"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with." --------------

Form and Dating. Certain provisions relating to the Initial Notes, the Private Exchange Notes, the Exchange Notes and the Additional Notes, if any, are set forth in the Rule 144A/Regulation S Appendix attached hereto (the "APPENDIX"), which is hereby incorporated in and expressly made a part of this Indenture. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A heretoEXHIBIT 1 to the APPENDIX, providedwhich is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes, that any Initial the Private Exchange Notes issued in a public offering and the Additional Notes, if any, and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto. The Exchange Notes EXHIBIT A, which is hereby incorporated by reference and the Trustee’s certificate expressly made a part of authentication relating thereto shall be substantially in the form of Exhibit B heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock rule of any securities exchange rule or depository rule over-the-counter market on which such Notes are then listed or quoted, or usage. , in addition to those set forth on the APPENDIX and EXHIBIT A. The Company Issuer and the Trustee shall approve the form forms of the Notes and any notation, endorsement or legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained of the Notes set forth in the Notes annexed hereto as Exhibits APPENDIX and EXHIBIT A and B shall constitute, and are hereby expressly made, a part of the terms of this 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 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied withsuch terms.

Form and Dating. The Initial Notes, the Exchange Notes and the Trustee’s certificate 's respective certificates of authentication relating thereto shall be substantially in the form forms of Exhibit Exhibits A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit and B attached hereto. The Private Exchange Notes Notes, if required, and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit B attached hereto, but shall bear the Private Placement Legend. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form forms of the Notes and any notation, legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this 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. Initial 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 notes in registered form, substantially in the form set forth in Exhibit A attached hereto (eacheach such Note, a “"Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit C attached hereto, and be duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit B attached hereto, 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. C attached hereto. The aggregate principal amount of a Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests an interest in a Global Note pursuant to Section 2.16 2.14 may be issued and Notes offered and sold in reliance on 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 attached hereto (the “each such Note, a "Physical Notes”Note"). All Initial Notes offered and sold in reliance on Regulation S to Institutional Accredited Investors and Private Exchange Notes shall remain be issued in the form of a Global Note until Physical Notes in substantially the consummation of form set forth in Exhibits A and B, respectively, attached hereto and shall bear the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withPrivate Placement Legend.

Form and Dating. The Initial Notes Series A Securities and the Trustee’s certificate of authentication relating thereto thereof shall be substantially in the form of or Exhibit A hereto, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering part of this Indenture. The Series B Securities and the Trustee’s certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange 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 them. 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 Notes Securities, annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of this 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 Securities offered and sold in reliance on Rule 144A and Notes shall be issued initially in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit A (collectively, the “Rule 144A Global Securities”). Securities offered and sold in offshore transactions in reliance on Regulation S shall 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 (eachcollectively, a the “Regulation S Global Securities” and, together with the Rule 144A Global Securities, the “Global NoteSecurities”), ). The Global Securities will be deposited upon issuance 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 on Exhibit C. The aggregate principal amount of a any Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes Securities issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described certificated form in the preceding paragraph shall limited circumstances permitted in this Indenture, may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the “Physical NotesSecurities”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating with respect thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of or Exhibit B hereto, as the case may be. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange 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 them. Each Note Security shall be dated the date of its issuance authentication, shall bear interest from the applicable date and shall show be payable on the date Interest Payment Dates and the Maturity Date. Each Security shall have an executed Guarantee from each of its authenticationthe Guarantors endorsed thereon substantially in the form of Exhibit M hereto. The terms and provisions contained in the Notes annexed hereto as Exhibits A and B Securities shall constitute, and are hereby expressly made, a part of this 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 and Notes offered and sold their initial distribution in reliance on Regulation S shall 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 (each, a “or Exhibit C. Such temporary Global Note”), Securities may be registered in the name of the Depository or its nominee and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided (and the Guarantors shall bear execute the legend set forth in Exhibit C. The aggregate principal amount of a Global Note may from time Guarantees thereon), for credit by the Depository to time be increased or decreased by adjustments made on the records respective accounts of the Trustee, as custodian for the Depositary, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under beneficial owners of the Securities Act represented thereby (or such other accounts as they may direct), provided that upon such deposit all such Securities 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 (as defined below) shall have expired, such temporary Global Securities, together with their Successor Securities which are Global Securities other than the Restricted Global Security, shall be referred to herein as described a "Temporary Regulation S Global Security." After such time as the Restricted Period shall have expired and the certifications referred to below in the preceding next succeeding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.have

Form and Dating. The Initial Notes Securities, the notation thereon relating to the Guarantees and the Trustee’s 's certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit A hereto. The Exchange Securities, provided, that any Initial Notes issued in a public offering the notation thereon relating to the Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or depository Depositary rule or usage. The Company Company, the Subsidiary Guarantors and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on them. 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 Notes forms of the Securities and the Guarantees, annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of this 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 Securities offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S 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 (each, a “the "Global Note”"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the 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, as hereinafter provided. Notes Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in exchange for interests the form of permanent certificated Securities in a Global Note pursuant to Section 2.16 may be issued and Notes registered form in substantially the form set forth in Exhibit A (the "Offshore Physical Securities"). Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued 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 the form set forth in Exhibit A (the “"U.S. Physical Notes”Securities"). All Notes offered The Offshore Physical Securities and sold in reliance on Regulation S shall remain in the form of a Global Note until U.S. Physical Securities are sometimes collectively herein referred to as the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with"Physical Securities." 35 27

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A heretoA, provided, that any Initial Notes issued which is hereby incorporated in and expressly made a public offering shall be substantially in the form part of Exhibit B heretothis Indenture. The Exchange Notes Securities and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretoB, which is hereby incorporated in and expressly made a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company is subject, if any, or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company). Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained of the Securities set forth in the Notes annexed hereto as Exhibits Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery terms of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on upon Rule 144A and Notes offered and sold or in offshore transactions in reliance on upon Regulation S shall will initially 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 (each, a “the "Global Note”"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Section 2.11 hereof. The aggregate principal amount of a the 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. Subsequent to the initial issuance of the Global Note, as hereinafter provided. Notes issued in exchange physical certificates for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold notes transferred in reliance on any other exemption from registration under the Securities Act Act, other than as described in the preceding paragraph paragraph, shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A, subject to the Company's and the Trustee's right prior to any such transfer to require the delivery of an Opinion of Counsel, certifications and/or other information satisfactory to each of them (the “"Physical Notes”"). All Physical Notes offered and sold in reliance on Regulation S shall remain may initially be registered in the form of a Global Note until the consummation name of the Exchange Offer pursuant Depositary or a nominee of such Depositary and be delivered to the Registration Rights Agreement; providedTrustee as custodian for such Depositary. Beneficial owners of Physical Notes, however, that all may request registration of such Physical Notes in their names or the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withnames of their nominees.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s '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 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. Each Note shall be dated the date of its issuance authentication and shall show the date of its authentication. The additional terms and provisions contained in the forms of Notes and Guarantees, annexed hereto as Exhibits A A, B and B E, respectively, shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “the "Global Note”"), 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. Section 2.03 hereof. The aggregate principal amount of a the 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, as hereinafter providedDepository. Notes issued offered and sold in exchange offshore transactions in reliance on Regulation S shall be represented upon issuance by a temporary Global Note, which will be exchangeable for interests certificated Notes in a Global Note pursuant to Section 2.16 may be issued and registered form in substantially the form set forth in Exhibit A (the "Offshore Physical Notes") only upon the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S. Notes offered and sold in reliance on 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 form, in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). All The Offshore Physical Notes offered and sold in reliance on Regulation S shall remain the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." Physical Notes may initially be registered in the form of a Global Note until the consummation name of the Exchange Offer pursuant Depository or a nominee of such Depository and be delivered to the Registration Rights Agreement; providedTrustee as custodian for such Depository. Beneficial owners of Physical Notes, however, that all may request registration of such Physical Notes in their names or the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withnames of their nominees.

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication relating thereto thereof shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued which is hereby --------- incorporated in and expressly made a public offering part of this Indenture. The Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in --------- and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange 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 them. Each Note Security shall be dated the date of its issuance and issuance, which shall show be the date of its authentication. Each Security shall have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in the form set forth in Exhibits A and B hereto. ---------- - The terms and provisions contained in the Notes Securities annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this ---------- - 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 and Notes 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 (each, a “Global Note”)hereto, 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. C hereto. The aggregate --------- principal amount of a the Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with by the Company have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, providedomissions, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes substitutions and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretoother variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to 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 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 (eachthe "Restricted Global Notes"), a “Global 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 and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the Restricted Global Note 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 global Notes in registered form substantially in the form set forth in Exhibit A (the "Regulation 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 Regulation 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, as hereinafter provided. Notes issued pursuant to Section 2.07 in exchange for interests in a the Restricted Global Note pursuant to Section 2.16 may be issued Notes and the Regulation S Global Notes offered and sold in reliance on 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 substantially in substantially the form set forth in Exhibit A hereto (the “Physical "Restricted Definitive Notes”). All Notes offered " and sold in reliance on the "Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; providedDefinitive Notes", however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withrespectively).

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 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. 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 Notes Notes, annexed hereto as Exhibits A and B B, shall constitute, and are hereby expressly made, a part of this 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 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 (each, a “the "Global Note”"), 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. provided. The aggregate principal amount of a the Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in exchange for interests the form of permanent certificated Notes in a Global Note pursuant to Section 2.16 may be issued and registered form in substantially the form set forth in Exhibit A (the "Offshore Physical Notes"). Notes offered and sold in reliance on 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 form, in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). All The Offshore Physical Notes offered and sold in reliance on Regulation S the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." Physical Notes shall remain initially be registered in the form of a Global Note until the consummation name of the Exchange Offer pursuant Depository or the nominee of such Depository and be delivered to the Registration Rights Agreement; providedTrustee as custodian for such Depository. Beneficial owners of Physical Notes, however, that all may request registration of such Physical Notes in their names or the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied withnames of their nominees.

Form and Dating. The Initial Notes Securities and the Trustee’s certificate 's certificates of authentication relating with respect thereto shall be substantially in the form of set forth in Exhibit A or Exhibit B annexed hereto, providedas the case may be, that any Initial Notes issued which are hereby incorporated in and expressly made a public offering shall be substantially in the form part of Exhibit B heretothis Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule rule, usage or depository rule or usageagreement to which the Company is subject. The Company and the Trustee shall approve the form of the Notes Securities and any notation, notating legend or endorsement on them. 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 Notes annexed hereto as Exhibits A and B Securities shall constitute, and are hereby expressly made, a part of this 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 The Initial Securities offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S or to Institutional Accredited Investors shall 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 (eachcollectively, a “and together with their Successor Securities, the "Restricted Global Note”Security"), with such applicable legends as are provided for in Exhibit A or Ex- hibit M, registered in the name of the Depository or its nominee and 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 provided, for credit by the legend set forth in Exhibit C. Depository to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). The aggregate principal amount of a the Restricted Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes Securities offered and sold in their initial distribution in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall Regulation S may be initially issued in the form of permanent certificated Notes temporary Global Securities in fully registered form without interest coupons, substantially in substantially the form set forth in Exhibit A, with such applicable legends as are provided for in Exhibit A or Exhibit M. Such temporary Global Securities shall be registered in the name of the Depository or its nominee and deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct), provided that upon such deposit all such Securities shall be credited to or through accounts maintained at the “Physical Notes”)Depository by or on behalf of Euroclear or CEDEL. All Notes offered and sold in reliance on Until such time as the Restricted Period (as defined below) shall have expired, such temporary Global Securities, together with their Successor Securities which are Global Securities other than the Restricted Global Security, shall be referred to herein as a "Temporary Regulation S Global Security." After such time as the Restricted Period shall remain have expired and the certifications referred to below in the next succeeding paragraph shall have been provided, interests in such Temporary Regulation S Global Securities shall be exchanged for interests in like Global Securities, referred to herein collectively as the "Permanent Regulation S Global Security," substantially in the form of a Security set forth in Exhibit A, with such applicable legends as are provided for in Exhibit A or Exhibit M. Such Permanent Regulation S 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 Registration Rights Agreement to Securities shall be complied with by the Company have been so complied with.regis- 48 -38-

Form and Dating. The Initial Notes and the Additional Notes and the Trustee’s certificate of authentication relating thereto thereon shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the 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 rule or depository DTC rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. 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 forms of the Notes annexed hereto as Exhibits A and B Exhibit A, shall constitute, and are hereby expressly made, a part of this 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. The Initial 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 notes in registered form, substantially in the form set forth in Exhibit A (each, a the “Global NoteNotes”), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. B. The aggregate principal amount of a 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 DepositaryDTC, as hereinafter provided. The definitive Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be issued and Notes offered and sold produced in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied with manner permitted by the Company have been so complied withrules of any securities exchange on which the Notes may be listed, all as determined by the Officer 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 thereof shall be substantially sub- stantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, providedomissions, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes substitutions and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B heretoother variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. 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 forms of the Notes annexed hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company Company, any 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. Initial 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 Global Notes in registered form, substantially in the form set forth in Exhibit A (eachcollectively, a “the "U.S. Global Note”Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. provided. The aggregate principal amount of a the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Initial Notes issued offered and sold in exchange for interests offshore transactions in a Global Note pursuant to Section 2.16 may 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 (collectively, the "Offshore Global Notes") 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 Offshore 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, as hereinafter provided. Initial Notes offered and sold in reliance on any other exemption from registration Regulation D to Institutional Accredited Investors under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated one or more Global Notes in registered form in substantially the form set forth in Exhibit A (the “Physical "IAI Global Notes”"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee, as hereinafter provided. All The aggregate principal amount of the IAI Global Notes offered and sold in reliance may from time to time be increased or decreased by adjustments made on Regulation S the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Upon consummation of the Registration, the Exchange Notes shall remain be issued in the form of a Global Note until Notes, substantially in the consummation form annexed hereto as Exhibit A. 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 exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. The provisions of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all "Operating Procedures of the time periods specified Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to interests in the Registration Rights Agreement to be complied with Global Notes that are held by the Company have been so complied withparticipants through Euroclear or Clearstream.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto authentication, in respect thereof, shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form which Exhibit is part of Exhibit B heretothis Indenture. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange 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 them. Any such notations, legends or endorsements not contained in the form of Note attached as Exhibit A hereto shall be delivered in writing to the Trustee. 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 Notes annexed hereto as Exhibits A and B forms of Securities shall constitute, and are hereby expressly made, a part of this 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. In the event of any inconsistency between the Notes offered and sold in reliance on Rule 144A and the Indenture, the Indenture controls. The 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a 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, as hereinafter provided. Notes are being issued in exchange for interests in a Global Note two series, the Series A Notes and the Series B Notes. The Series A Notes are initially being issued pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other an exemption from registration under the Securities Act other than as described in Act. After the preceding paragraph shall initial issuance date of the Series A Notes, Series B Notes will be issued in exchange for an equal principal amount of outstanding Series A Notes (i) pursuant to the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Registered Exchange Offer pursuant to (as defined in the Registration Rights Agreement; provided), however(ii) if a registration statement covering the resale of Series B Notes has been declared effective, that all in which case the Series A Notes will be exchanged for Series B Notes immediately prior to the resale of Series B Notes pursuant to the registration statement, (iii) at the request of the time periods specified Holder of the Series A Notes, immediately prior to the disposition of such Notes pursuant to Rule 144 under the Securities Act, if the Holder of the Series A Notes delivers to the Trustee an Opinion of Counsel stating that as a result of such disposition, the Series A Notes being disposed of will no longer be restricted securities within the meaning of Rule 144 or (iv) if the Holder of the Series A Notes delivers to the Trustee an Opinion of Counsel stating that the Series A Notes are no longer restricted securities within the meaning of Rule 144 under the Securities Act. Upon any such exchange, the Series A Notes shall be cancelled in the Registration Rights Agreement to accordance with Section 2.11 and shall no longer be complied with by the Company have been so complied withdeemed outstanding for any purpose.

Form and Dating. Provisions relating to the Senior Secured Notes and the Senior Secured Exchange Securities are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The Initial (i) Senior Secured Notes and the Trustee’s certificate of authentication relating thereto and (ii) any Additional Senior Secured Notes (if issued as Senior Secured Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, provided, that any Initial which is hereby incorporated in and expressly made a part of this Senior Secured Notes issued in a public offering Indenture. The Senior Secured Exchange Securities shall be in substantially in the form of Exhibit B A hereto, as applicable, except that the Senior Secured Exchange Securities shall not contain the “Restricted Securities Legend”, as set forth in Exhibit A hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Senior Secured Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which any Issuer or depository rule any Senior Secured Note Guarantor is subject, if any, or usage. The Company and the Trustee shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Issuers). Each Senior Secured Note shall be dated the date of its issuance and shall show the date of its authentication. The terms Senior Secured 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 Senior Secured 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 Secured Notes as shall be specified in the Notes annexed hereto as Exhibits A “Schedule of Exchanges of Interests in the Global Security” attached thereto and B each shall constitute, and are hereby expressly made, a part of this Indenture and, provide that it shall represent up 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 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 (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, 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 a Global Note Senior Secured Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior Secured 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 Secured 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, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on 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 “Physical Notes”). All Notes offered and sold in reliance on Regulation S shall remain in the form of 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 Registration Rights Agreement to be complied accordance with instructions given by the Company have been so complied withHolder thereof as required by Section 2.03 hereof.