Common use of Table of Contents, Headings, etc Clause in Contracts

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 116 SIGNATURES INSIGHT HEALTH SERVICES CORP. SM ENERGY COMPANY By: ----------------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Senior Vice President, General Counsel and Corporate Secretary U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxx Richelmy Name: Xxxxxx Richelmy Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTUREINDENTURE (AS DEFINED HEREIN), (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, TO THE REGISTRATION REQUIREMENTS OF OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON NOTE, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS ONE YEAR AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONNOTE) (THE "“RESALE RESTRICTION TERMINATION DATE") ONLY ”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY, THE PARENT COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("“RULE 144A"”), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).](1) CUSIP: No. Principal Amount: $

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 91 SIGNATURES INSIGHT HEALTH SERVICES CORPBUILDERS FIRSTSOURCE, INC. a Delaware Corporation By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. BUILDERS FIRSTSOURCE – NORTHEAST GROUP, LLC, a Delaware limited liability company, as Guarantor By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] BUILDERS FIRSTSOURCE – TEXAS GENPAR, LLC, a Delaware limited liability company, as Guarantor By: ----------------------------- Name: Title: STATE STREET BANK AND BUILDERS FIRSTSOURCE – MBS, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: (Signature page to Indenture) BUILDERS FIRSTSOURCE – TEXAS GROUP, L.P., a Texas limited partnership, as Guarantor By: Name: Title: BFS TEXAS, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE – SOUTH TEXAS, L.P., a Texas limited partnership, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE – TEXAS INSTALLED SALES, L.P., a Texas limited partnership, as Guarantor By: Name: Title: BFS IP, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: (Signature page to Indenture) BUILDERS FIRSTSOURCE – INTELLECTUAL PROPERTY, L.P., a Texas limited partnership, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE HOLDINGS, INC., a Delaware corporation, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE – DALLAS, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE – FLORIDA, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE – FLORIDA DESIGN CENTER, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: (Signature page to Indenture) BUILDERS FIRSTSOURCE – OHIO VALLEY, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: BFS, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE – ATLANTIC GROUP, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE – SOUTHEAST GROUP, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: CCWP, INC, a South Carolina close corporation, as Guarantor By: Name: Title: (Signature page to Indenture) BUILDERS FIRSTSOURCE – RALEIGH, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE – COLORADO GROUP, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: BUILDERS FIRSTSOURCE – COLORADO, LLC, a Delaware limited liability company, as Guarantor By: Name: Title: (Signature page to Indenture) WILMINGTON TRUST COMPANY By: Name: Title: (Signature page to Indenture) [Face of Note] CUSIP/CINS Second Priority Senior Secured Floating Rate Notes due 2016 No. ___ $ BUILDERS FIRSTSOURCE, INC. promises to pay to [ ] or registered assigns, the principal sum of DOLLARS on February 15, 2016. Interest Payment Dates: February 15, May 15, August 15 and November 15 Record Dates: February 1, May 1, August 1 and November 1 Dated: BUILDERS FIRSTSOURCE, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 Authorized Signatory [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. Second Priority Senior Secured Floating Rate Notes due 2016 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 2.06 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE GUARANTEES ENDORSED HEREON HAVE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN SECURITY MAY NOT BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH THAT IS TWO YEARS SIX MONTHS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF OR SUCH OTHER PERIOD AS PROMULGATED BY THE SECURITIES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") EXCHANGE COMMISSION ONLY (A) TO THE COMPANY, THE PARENT COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A OF THE SECURITIES ACT, (C) FOR SO LONG AS TO AN “ACCREDITED INVESTOR” WITHIN THE NOTES ARE ELIGIBLE FOR RESALE MEANING OF RULE 501(A) OF THE SECURITIES ACT SUBJECT TO THE RIGHT OF THE COMPANY PRIOR TO ANY OFFER, SALE OR TRANSFER ,TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO IT, (D) PURSUANT TO RULE 144A A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (E) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR ("RULE 144A"), F) PURSUANT TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 80 SIGNATURES INSIGHT HEALTH SERVICES Dated as of February 16, 2023 ISSUERS XXXX RESORTS FINANCE, LLC By: Xxxx Resorts Holdings, LLC, its sole member By: Wynn Resorts, Limited, its sole member By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Chief Financial Officer WYNN RESORTS CAPITAL CORP. By: ----------------------------- /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Treasurer [Signature Page to Indenture] GUARANTORS: EBH HOLDINGS, LLC By: Xxxx MA, LLC, its sole member By: Xxxx America Group, LLC, its sole member By: Xxxx Resorts Finance, LLC, its sole member By: Xxxx Resorts Holdings, LLC, its sole member By: Wynn Resorts, Limited, its sole member By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Chief Financial Officer XXXX GROUP ASIA, INC. By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Treasurer [Signature Page to Indenture] XXXXXXX PROPERTY, LLC By: Xxxx America Group, LLC, its sole member By: Xxxx Resorts Finance, LLC, its sole member By: Xxxx Resorts Holdings, LLC, its sole member By: Wynn Resorts, Limited, its sole member By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Chief Financial Officer XXXX AMERICA GROUP, LLC By: Xxxx Resorts Finance, LLC, its sole member By: Xxxx Resorts Holdings, LLC, its sole member By: Wynn Resorts, Limited, its sole member By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Chief Financial Officer XXXX LAS VEGAS HOLDINGS, LLC By: Xxxx America Group, LLC, its sole member By: Xxxx Resorts Finance, LLC, its sole member By: Xxxx Resorts Holdings, LLC, its sole member By: Wynn Resorts, Limited, its sole member By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Chief Financial Officer | [Signature Page to Indenture] XXXX LAS VEGAS, LLC By: Xxxx Las Vegas Holdings, LLC, its sole member By: Xxxx America Group, LLC, its sole member By: Xxxx Resorts Finance, LLC, its sole member By: Xxxx Resorts Holdings, LLC, its sole member By: Wynn Resorts, Limited, its sole member By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Chief Financial Officer XXXX MA, LLC By: Xxxx America Group, LLC, its sole member By: Xxxx Resorts Finance, LLC, its sole member By: Xxxx Resorts Holdings, LLC, its sole member By: Wynn Resorts, Limited, its sole member By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Chief Financial Officer [Signature Page to Indenture]| XXXX SUNRISE, LLC By: Xxxx Las Vegas, LLC its sole member By: Xxxx Las Vegas Holdings, LLC, its sole member By: Xxxx America Group, LLC, its sole member By: Xxxx Resorts Finance, LLC, its sole member By: Xxxx Resorts Holdings, LLC, its sole member By: Wynn Resorts, Limited, its sole member By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Chief Financial Officer XXXX LAS VEGAS CAPITAL CORP. By: /s/ Xxxxx Xxxxxxx-Xxx Name: Xxxxx Xxxxxxx-Xxx Title: Treasurer [Signature Page to Indenture]| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President [Signature Page to Indenture]| EXHIBIT A-1 [Face of Note] CUSIP/ISIN 983133 AC3/US983133AC37 7.125% Senior Notes due 2031 No. ___ $____________ XXXX RESORTS FINANCE, LLC XXXX RESORTS CAPITAL CORP. promise to pay to ______________________ or registered assigns, the principal sum of DOLLARS on February 15, 2031. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 Dated: February 16, 0000 XXXX XXXXXXX FINANCE, LLC By: Xxxx Resorts Holdings, LLC, its sole member By: Xxxx Resorts, Limited, its sole member By: Name: Title: INSIGHT HEALTH SERVICES HOLDINGS XXXX RESORTS CAPITAL CORP. By: ----------------------------- Name: Title: [Names This is one of Subsidiary Guarantors] Bythe Notes referred to in the within-mentioned Indenture: ----------------------------- Name: Title: STATE STREET U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 Authorized Signatory [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY7.125% Senior Notes due 2031 [Insert the Private Placement Legend, A NEW YORK CORPORATION ("DTC")if applicable, TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERpursuant to Section 2.06(f)(1) of the Indenture] [Insert the Global Notes Legend, EXCHANGEif applicable, 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 & COpursuant to Section 2.06(f)(2) of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Table, and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of ______, 1996 AMERIKING, INC. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Dated as of _______, 1996 FLEET NATIONAL BANK as Trustee By: ----------------------------- Name: Title: [Names 80 EXHIBIT A (Face of Subsidiary Guarantors] Exchange Debenture) ___% EXCHANGE DEBENTURE DUE 2008 No. $________ CUSIP No. AMERIKING, INC. promises to pay to or registered assigns, the principal sum of ______________ Dollars on _______ 2008. Interest Payment Dates: _____________ and _____________ Record Dates: _______________ and ________________. Dated: ___________, 1996 AMERIKING, INC. By: ----------------------------- :______________________ Name: Title: STATE STREET Trustee's Certificate of Authentication Dated:_______________________________ This is one of the [Global] Exchange Debentures referred to in the within-mentioned Indenture: FLEET NATIONAL BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 :____________________________ (Authorized Signatory) [Face Unless and until it is exchanged in whole or in part for Exchange Debentures in definitive form, this Exchange Debenture may not be transferred except as a whole by the Depositary to a nominee of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYthe 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. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, A NEW YORK CORPORATION Xxx Xxxx, Xxx Xxxx) ("DTCXXX"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGEexchange or payment, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON Person IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREINhas an interest herein.]1 Additional provisions of this Exchange Debenture are set forth on the other side of this Exchange Debenture. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTEBack of Exchange Debenture) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED___% EXCHANGE DEBENTURE DUE 2008

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. SM ENERGY COMPANY By: ----------------------------- /s/ XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Senior Vice President and General Counsel US BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ XXXXXX X. RICHELMY Name: Xxxxxx X. Richelmy Title: Assistant Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, TO THE REGISTRATION REQUIREMENTS OF OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON NOTE, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS ONE YEAR AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONNOTE) (THE "“RESALE RESTRICTION TERMINATION DATE") ONLY ”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY, THE PARENT COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("“RULE 144A"”), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]1 CUSIP:________ No. _________ Principal Amount: $ __________ 1 Temporary Regulation S Legend, if applicable. SM ENERGY COMPANY 6⅝ % Senior Notes due 2019 SM Energy Company, a Delaware corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to _______________, or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS [(or such other amount as may be set forth on the attached Schedule of Exchanges of Interests)] on February 15, 2019. Interest Payment Dates: February 15 and August 15 of each year, commencing August 15, 2011. Regular Record Dates: February 1 and August 1 of each year. Reference is hereby made to the further provisions of this Note set forth on the reverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. BUILDERS FIRSTSOURCE, INC., a Delaware Corporation By: ----------------------------- /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - NORTHEAST GROUP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - TEXAS GENPAR, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - MBS, LLC, a Delaware limited liability company, as Guarantor By: /s/ Andrew T. Panaccione ------------------------------------ Name: Andrew T. Panaccione Tixxx: Xxxx Xxxxxxxxx and Secretary BUILDERS FIRSTSOURCE - TEXAS GROUP, L.P., a Texas limited partnership, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident (Signature page to Indenture) BFS TEXAS, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - SOUTH TEXAS, L.P., a Texas limited partnership as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - TEXAS INSTALLED SALES, L.P., a Texas limited partnership, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BFS IP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - INTELLECTUAL PROPERTY, L.P., a Texas limited partnership, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident (Signature page to Indenture) BUILDERS FIRSTSOURCE HOLDINGS, INC., a Delaware corporation, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - DALLAS, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - FLORIDA, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - FLORIDA DESIGN CENTER, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - OHIO VALLEY, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident (Signature page to Indenture) BFS, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - ATLANTIC GROUP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE OF NASHVILLE, INC., a Tennessee corporation, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - SOUTHEAST GROUP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - SNC, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident (Signature page to Indenture) CCWP, INC., a South Carolina close corporation, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - RALEIGH, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - COLORADO GROUP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE - COLORADO, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident BUILDERS FIRSTSOURCE FINANCING, INC., a Delaware corporation, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Titxx: Xxxxxx Xxxx Xxxsident (Signature page to Indenture) WILMINGTON TRUST COMPANY By: /s/ Kathleen A. Pedelini ------------------------------------ Name: Kathleen A. Pedelini Tixxx: Xxxxxxxxx Xxxxxces Officer (Signature page to Indenture) [Face of Note] ================================================================================ CUSIP/CINS ____________ Second Priority Senior Secured Floating Rate Notes due 2012 No. ___ $____________ [NAME OF COMPANY] promises to pay to [______________] or registered assigns, the principal sum of _________________________________________________ DOLLARS on February 15, 2012. Interest Payment Dates: February 15, May 15, August 15 and November 15 Record Dates: February 1, May 1, August 1 and November 1 Dated: _________________ [NAME OF COMPANY] By: ------------------------------------ Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: TitleThis is one of the Notes referred to in the within-mentioned Indenture: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A.TRUSTEE], as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 ------------------------------------ Authorized Signatory ================================================================================ A1-1 [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. Second Priority Senior Secured Floating Rate Notes due 2012 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 2.06 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGXXX XXX XXXXXXXXXXXX XX XXXXXXXX, XXXXXXXE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE GUARANTEES ENDORSED HEREON HAVE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) AND, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN ACCORDINGLY, MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE ABSENCE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TOA BENEFICIAL INTEREST HEREIN, THE REGISTRATION REQUIREMENTS OF HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT. ) (A "QIB"), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE HOLDER ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"), (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 AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFERNOTE, SELL RESELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY EXCEPT (A) TO THE COMPANY, THE PARENT 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) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE A1-2 SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (C3) FOR SO LONG 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. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 144A 902 OF REGULATION S UNDER THE SECURITIES ACT ("RULE 144A"), ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDREFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP107 In witness whereof, the parties hereto have caused this Supplemental Indenture to be executed by their duly authorized representatives, effective as of the day and year first above written. SM ENERGY COMPANY By: ----------------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Executive Vice President and General Counsel U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 3.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a3.07(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 3.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER DEPOSITARY TO A NOMINEE OF THE SECURITIES ACT DEPOSITARY OR BY A NOMINEE OF 1933, AS AMENDED (THE "SECURITIES ACT"), DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE A NOMINEE OF SUCH REGISTRATION OR SUCCESSOR DEPOSITARY. UNLESS SUCH TRANSACTION THIS CERTIFICATE IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFERDEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, SELL OR OTHERWISE TRANSFER SUCH SECURITYXXX XXXX, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONXXX XXXX) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"“DTC”), TO A THE ISSUERS OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 1For Global Notes only. CUSIP: 78454L AW0 No. _________ Principal Amount: $ __________ SM ENERGY COMPANY

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of March 5, 2002 CIRCUS AND ELDORADO JOINT VENTURE Attest: Name: By: ----------------------------- /s/ Gxxx Xxxxxx Title: Name: Title: INSIGHT HEALTH SERVICES HOLDINGS Chief Executive Officer Dated as of March 5, 2002 SILVER LEGACY CAPITAL CORP. Attest: By: ----------------------------- /s/ Gxxx Xxxxxx Name: Name: Title: [Names President and CEO Title: Dated as of Subsidiary Guarantors] March 5, 2002 THE BANK OF NEW YORK Attest: By: ----------------------------- /s/ Jxxx Xxxxxxxx Name: Authorized Signatory Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: Authorized Signatory EXHIBIT A1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYISSUERS. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR AND THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i)(A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION IS EXEMPT FROMMEETING THE REQUIREMENTS OF RULE 144A, OR NOT SUBJECT TO, IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFERISSUERS SO REQUEST), SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (AB) TO THE COMPANYISSUERS, OR (C) OUTSIDE THE PARENT UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR ANY SUBSIDIARY THEREOF, (BD) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER AND (ii) IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE SECURITIES ACTUNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (CA) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ABOVE. CUSIP No. 1 $ CIRCUS AND ELDORADO JOINT VENTURE AND SILVER LEGACY CAPITAL CORP. CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership ("RULE 144A"the “Partnership”), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDand SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital” and, together with the Partnership, the “Issuers,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of Million Dollars ($ ) on , 2012.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not and shall not, for any reason, be deemed to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. SPECIALTY RETAILERS, INC., as Issuer By: ----------------------------- /S/ JAMES MARCUM Name: James Maxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Executivx Xxxx Xxxxxdent & Chief Financial Officer Attest: /S/ MARK HESS Name: Mark Hess Title: Vice President, Financial Planning STAGE STORES, INC., as Guarantor By: ----------------------------- /S/ JAMES MARCUM Name: James Maxxxx Title: [Names of Subsidiary Guarantors] ByExecutivx Xxxx Xxxxxdent & Chief Financial Officer Attest: ----------------------------- /S/ MARK HESS Name: Mark Hess Title: Vice President, Financial Planning STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- /S/ JILL OLSON Name: Jill Olson Title: Assistant Xxxx Xxxxxdent Attest: /S/ JACQUELINE RIVERA Name: Jacqueline River Title: Assistant Secretary EXHIBIT A1 A [Face of NoteFORM OF FACE OF NOTE] SPECIALTY RETAILERS, INC. [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO ISSUER SRI OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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, 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE DEPOSITARY (AS DEFINED RESTRICTIONS SET FORTH IN THE INDENTURE GOVERNING REFERRED TO ON THE REVERSE HEREOF.* [Restricted Notes Legend] "THIS NOTE) NOTE (OR ITS NOMINEE PREDECESSOR) WAS ORIGINALLY ISSUED IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY AND UNDER APPLICABLE STATE SECURITIES LAWS. NEITHER , AND THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS EXEMPT FROM, OR NOT SUBJECT TO, HEREBY NOTIFIED THAT THE REGISTRATION REQUIREMENTS SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACTACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AND AGREES FOR THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER BENEFIT OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY SRI THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) TO A PERSON WHOM THE COMPANY, SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE PARENT OR ANY SUBSIDIARY THEREOFSECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (Bii) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT -------- * This legend should only be added if the Note is issued in global form. TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (Ci) FOR SO LONG AS THROUGH (iv) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE NOTES ARE ELIGIBLE FOR UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE PURSUANT RESTRICTIONS REFERRED TO RULE 144A UNDER THE SECURITIES ACT IN ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDA) ABOVE." No. Principal Amount $ CUSIP No. 847514AL0

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture hereof and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPWORLD COLOR PRESS, INC. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. ByDated as of _______, 1997 (SEAL) Attest: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: ________________________________ STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- __________________________ Name: Title: Dated as of _______, 1997 (SEAL) Attest: ________________________________ EXHIBIT A1 A [Face of Note] For Global Note only: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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.] % CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2007 No. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF$__________ WORLD COLOR PRESS, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTUREINC. promises to pay to or registered assigns, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTUREthe principal sum of Dollars on , (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED2007.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of [________], 2012 CIRCUS AND ELDORADO JOINT VENTURE Attest: By: ----------------------------- Name: Name: Title: INSIGHT HEALTH SERVICES HOLDINGS Title: Dated as of [________], 2012 SILVER LEGACY CAPITAL CORP. Attest: By: ----------------------------- Name: Name: Title: Title: Dated as of [Names of Subsidiary Guarantors________], 2012 [TRUSTEE] Attest: By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Authorized Signatory Name: Title: EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYISSUERS. THIS NOTE CUSIP $ No. 1 CIRCUS AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ELDORADO JOINT VENTURE and SILVER LEGACY CAPITAL CORP. Second Lien Notes due 2018 CIRCUS AND ELDORADO JOINT VENTURE, AS AMENDED a Nevada general partnership (THE "SECURITIES ACT"the “Partnership”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDand SILVER LEGACY CAPITAL CORP., SOLDa Nevada corporation (“Capital” and, ASSIGNEDtogether with the Partnership, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"the “Issuers,” which term includes any successor under the Indenture hereinafter referred to), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDfor value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of [_____] Million Dollars ($[_____]) on [________], 2012.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings of the Articles and Sections of in this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of January 24, 2007 ISSUER: PILGRIM’S PRIDE CORPORATION By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer TRUSTEE: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A [FORM OF FACE OF NOTE] No. $ CUSIP No. 721467 AF 5 8 3/8% Senior Subordinated Notes Due May 1, 2017 Pilgrim’s Pride Corporation, a Delaware corporation, promises to pay to [ ], or registered assigns, the principal sum of [ ] Dollars ($ ) on May 1, 2017. Interest Payment Dates: May 1 and November 1. Record Dates: April 15 and October 15. Additional provisions of this Note are set forth on the other side of this Note. PILGRIM’S PRIDE CORPORATION By: Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORPDated: January 24, 2007 TRUSTEE’S CERTIFICATE OF AUTHENTICATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as Trustee, certifies that this is one of the [Global] Notes referred to in the within mentioned Indenture. By: ----------------------------- Name: Title: Authorized Signatory [Names of Subsidiary GuarantorsGLOBAL NOTE LEGEND] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 3.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a3.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 3.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS THIS NOTE AND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933DEPOSITORY TRUST COMPANY, AS AMENDED A NEW YORK CORPORATION (THE "SECURITIES ACT"“DTC”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY AFFILIATE NOTE ISSUED IS REGISTERED IN THE NAME OF THE COMPANY WAS THE OWNER CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THIS NOTE DTC (AND THE GUARANTEES ENDORSED HEREON (ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG PERSON IS WRONGFUL INASMUCH AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")REGISTERED OWNER HEREOF, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDCEDE & CO., HAS AN INTEREST HEREIN. [FORM OF REVERSE SIDE OF NOTE] 8 3/8% Senior Subordinated Notes Due May 1, 2017

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 146 SIGNATURES INSIGHT HEALTH SERVICES CORP. Company: XXXXXXXX PETROLEUM CORPORATION By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Senior Vice President, General Counsel and Corporate Secretary Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: [Names of Subsidiary Guarantors] BySenior Vice President, General Counsel and Corporate Secretary Trustee: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Trustee and Collateral Agent By: ----------------------------- /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President EXHIBIT A1 A [Face of Initial Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED ARE LIMITED TO TRANSFERS IN THE INDENTURE GOVERNING THIS NOTE) WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR ITS TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE IN CUSTODY FOR THE BENEFIT AND TRANSFERS OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 PORTIONS OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED ARE LIMITED TO TRANSFERS MADE IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE, INDENTURE.]1 [THIS SECURITY (IIIOR ITS PREDECESSOR) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO WAS ORIGINALLY ISSUED IN A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER THE LAWS OF ANY STATE SECURITIES LAWS. NEITHER OR OTHER JURISDICTION AND THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN SECURITY MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROMAN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR NOT SUBJECT TO(III) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, INCLUDING (X) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (Y) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF THE SECURITIES ACT (IF AVAILABLE) OR (Z) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. , SUBJECT TO THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SELL SALE OR OTHERWISE TRANSFER SUCH SECURITYPURSUANT TO CLAUSE (III) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY CERTIFICATION AND/OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) OTHER 1 For Global Notes INFORMATION TO THE COMPANY, THE PARENT OR TRUSTEE AND THE REGISTRAR REASONABLY SATISFACTORY TO THEM, AND, IN EACH OF CASES (I) THROUGH (III), IN ACCORDANCE WITH ANY SUBSIDIARY THEREOFAPPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) PURSUANT THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTIN (A) ABOVE.]2 2 For Restricted Global Notes and Restricted Definitive Notes. XXXXX: Xx. Xxxxxxxxx Xxxxxx: $ XXXXXXXX PETROLEUM CORPORATION 13.50% Convertible Second Lien Senior Secured Notes due 2019 Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to, or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on the later of (i) August 30, 2019 and (ii) the date that is six months after the scheduled maturity date (including after giving effect to the exercise of the RBL Extension Option) of the First Lien Credit Agreement or any Permitted First Lien Replacement Facility, but in any event no later than March 30, 2020 (the “Maturity Date”). If the Holder delivers a written notice to the Company on or before the Maturity Date requesting that any portion of the outstanding and unpaid principal amount of the Note (together with any accrued and unpaid interest) be made in Common Stock, the Company shall convert the Conversion Amount into fully paid and non-assessable shares of Common Stock at the Conversion Rate. If the Holder makes an election as described in the preceding sentence, the Company shall be entitled to (i) deliver shares of Common Stock to the Holder, (Cii) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT pay the Holder an amount in cash equal to the market value of the shares calculated using the Closing Price of the Common Stock on the Conversion Date; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date, or ("RULE 144A")iii) any combination thereof. Interest Payment Dates: January 15, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDApril 15, July 15 and October 15 of each year, commencing January 15, 2017. Regular Record Dates: January 1, April 1, July 1 and October 1 of each year. Reference is hereby made to the further provisions of this Note set forth on the reverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 76 SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of September 23, 1997 LAROXXX XXXUSTRIES INC. Attest: By: ----------------------------- /s/ Granx X. Xxxx ----------------------------------------- Name: Granx X. Xxxx --------------------------------------- /s/ Richxxx X. Xxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: President and Chief Executive Officer ----------------------- ------------------------------------- STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee COMPANY Attest: By: ----------------------------- /s/ Henrx X. Xxxmore ----------------------------------------- Name: Henrx X. Xxxmore --------------------------------------- /s/ Chrixxxxx Xxx Xxxxx Title: Assistant Vice President ----------------------- ------------------------------------- 77 EXHIBIT A1 A [Face of NoteFORM OF FACE OF INITIAL NOTE] SERIES A NOTE [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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, 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE DEPOSITARY (AS DEFINED RESTRICTIONS SET FORTH IN THE INDENTURE GOVERNING REFERRED TO ON THE REVERSE HEREOF. [Restricted Securities Legend] THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTREGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE"SUCH SECURITY) ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDQUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN THE CASE OF THE FOREGOING CLAUSE (D), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. LAROXXX XXXUSTRIES INC. 9 1/2% Senior Subordinated Notes due 2007 No. 1 $175,000,000 CUSIP Number: 517289ABO LAROXXX XXXUSTRIES INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of One Hundred Seventy-Five Million Dollars on September 15, 2007. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 Additional provisions of this Security are set forth on the other side of this Security.

Table of Contents, Headings, etc. 72 The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. NORBORD (DELAWARE) GP I, as Issuer By: ----------------------------- Name: Xxxxx XxxXxxxx Title: President NORBORD INC., as Guarantor By: Name: Xxxxx Xxxxxxx Title: Vice President, Treasurer Indenture SIGNATURES NORBORD (DELAWARE) GP I, as Issuer By: Name: Xxxxx XxxXxxxx Title: President NORBORD INC., as Guarantor By: Name: Xxxxx Xxxxxxx Title: Vice President, Treasurer Indenture Indenture EXHIBIT A [Form of Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable pursuant to the provisions of the Indenture] [Rule 144A Note CUSIP:● ] [Rule 144A Note ISIN:● ] [Regulations S Note CUSIP: ● ] [Regulation S Note ISIN:● ] 6.450% Notes due February 15, 2017 No. ___ US$____________ NORBORD (DELAWARE) GP I promises to pay to _____________________________ or registered assigns, the principal sum of _____________________________________________________________ Dollars on February 15, 2017. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: NORBORD (DELAWARE) GP I, as Issuer By: Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. ByThis is one of the Notes referred to in the within-mentioned Indenture: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYComputershare Trust Company, N.A., as Trustee By: ----------------------------- NameBy: Title: EXHIBIT A1 [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY6.450% Notes due February 15, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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 & CO2017 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPSURGERY CENTERS MERGER SUB LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Vice President and Secretary The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger of Surgery Centers Merger Sub LLC with and into Surgical Care Affiliates, LLC with Surgical Care Affiliates, LLC continuing as the surviving corporation, it shall succeed by operation of law to all of the rights and obligations of Surgery Centers Merger Sub LLC, set forth herein and that all references to the “Company” shall thereupon be deemed to be references to the under-signed. SURGICAL CARE AFFILIATES, LLC By: /s/ Xxxxxxx X. Xxxx, Xx. Name: Xxxxxxx X. Xxxx, Xx. Title: Authorized Signatory Signature Page to Indenture (Senior Subordinated Notes) SURGICAL HOLDINGS, INC. By: ----------------------------- /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Vice President and Secretary ASC NETWORK, LLC ECODESOLUTIONS, INC. HEALTHSOUTH SURGICAL CENTER OF TUSCALOOSA, INC. NATIONAL SURGERY CENTERS, LLC SC AFFILIATES, LLC SURGERY CENTERS-WEST HOLDINGS, LLC SURGERY CENTER HOLDING, LLC SURGICAL HEALTH, LLC, each as a Guarantor By: /s/ Xxxxxxx X. Xxxx, Xx. Name: Xxxxxxx X. Xxxx, Xx. Title: Authorized Signatory Signature Page to Indenture (Senior Subordinated Notes) XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]2 [RULE 144A] [REGULATION S] [GLOBAL] NOTE representing up to $150,000,000 10.0% Senior Subordinated Note due 2017 No. [$ ]] Surgery Centers Merger Sub LLC, a Delaware limited liability company, to be merged with and into Surgical Care Affiliates, LLC, a Delaware limited liability company, and Surgical Holdings, Inc., a Delaware corporation, promise to pay to or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on July 15, 2017. Interest Payment Dates: January 15 and July 15, commencing January 15, 2008 Record Dates: January 1 and July 1 2 144A ISIN: US86881RAB96 144A CUSIP: 86881R AB9 Regulation S ISIN: USU8681NAB11 Regulation S CUSIP: U8681N AB1 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. SURGERY CENTERS MERGER SUB LLC By: Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORPThe undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger of Surgery Centers Merger Sub LLC with and into Surgical Care Affiliates, LLC with Surgical Care Affiliates, LLC continuing as the surviving corporation, it shall succeed by operation of law to all of the rights and obligations of Surgery Centers Merger Sub LLC, set forth herein and that all references to the “Company” shall thereupon be deemed to be references to the under-signed. SURGICAL CARE AFFILIATES, LLC By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] SURGICAL HOLDINGS, INC. By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYThis is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- Name: Xxxx X. Xxxxxxx Title: EXHIBIT A1 Vice President [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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 & CO10.0% Senior Subordinated Note due 2017 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of August 10, 2001 AUTONATION, INC. By: ----------------------------- /s/ Marc Bourhis -------------------------------- Name: Marc Bourhis Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Xxxx Xxxxident and Treasurer WELLS FARGO BANK AND TRUST COMPANYMINNESOTA, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Robert L. Reynolds -------------------------------- Name: Robert L. Reynolds Xxxxx: Xxxx Xxxxxdent 7 ROD REAL ESTATE NORTH, A LIMITED LIABILITY COMPANY 7 ROD REAL ESTATE SOUTH, A LIMITED LIABILITY COMPANY ABRAHAM CHEVROLET-MIAMI, INC. ABRAHAM CHEVROLET-TAMPA, INC. ACER FIDUCIARY, INC. AIRPORT DODGE, INC. ALBERT BERRY MOTORS, INC. XX XXXXXXE FORD, LLC ALX-XXXXX XXNT A CAR, INC. ALLIED 2000 COLLISION CENTER, INC. ALLISON BAVARIAN AMERICX'X XXX STOP AMERICAN WAY MOTORS, INC. AN/CF ACQUISITION CORP. AN/FGJE ACQUISITION CORP. AN/FMK ACQUISITION CORP. AN/MF ACQUISITION CORP. AN/MNI ACQUISITION CORP. AN/PF ACQUISITION CORP. AN/STD ACQUISITION CORP. ANDERSON CHEVROLET ANDEXXXX XXXVROLET - LOS GATOS, INC. ANDERSON CUPERTINO, INC. XXXXXXON DEALERSHIP GROUP XXXXXING ON WHEELS, LTD. APPLEWAY CHEVROLET, INC. ATRIUM RESTAURANTS, INC. AUTO AD AGENCY, INC. AUTO ADVERTISING SERVICES, INC. AUTO CAR, INC. AUTO HOLDING CORP. AUTO MISSION LTD. AUTO WEST, INC. AUTONATION BENEFITS COMPANY, INC. AUTONATION CHRYSLER PLYMOUTH GP, INC. AUTONATION CHRYSLER PLYMOUTH JEEP OF NORTH HOUSTON, L.P. AUTONATION CHRYSLER PLYMOUTH LP, INC. AUTONATION CORPORATE MANAGEMENT COMPANY AUTONATION DENVER MANAGEMENT, INC. AUTONATION DODGE OF PEMBROKE PINES, INC. AUTONATION DODGE OF SAN ANTONIO-GP, INC. AUTONATION DODGE OF SAN ANTONIO, L.P. AUTONATION DODGE OF SAN ANTONIO-LP, INC. AUTONATION DS INVESTMENTS, INC. AUTONATION ENTERPRISES INCORPORATED AUTONATION FINANCIAL SERVICES CORP. AUTONATION HOLDING CORP. AUTONATION IMPORTS NORTHWEST, INC. AUTONATION IMPORTS OF LITHIA SPRINGS, INC. AUTONATION IMPORTS OF LONGWOOD, INC. AUTONATION IMPORTS OF PALM BEACH, INC. AUTONATION IMPORTS OF WINTER PARK, INC. AUTONATION INSURANCE COMPANY AUTONATION LM HOLDING CORPORATION AUTONATION MOTORS OF LITHIA SPRINGS, INC. AUTONATION PARK ASSOCIATION, INC. AUTONATION REALTY CORPORATION AUTONATION USA CORPORATION AUTONATION USA OF PERRINE, INC. AUTONATIOX XXX XF VIRGINIA BEACH, LLC AUTONATIONDIRECT.COM, INC. X-X-X XXXXXXXXXX, INC. BANKSTON AUTO, INC. BANXXXXX XX GP, INC. BAXXXXXX XX XP, INC. BAXXXXXX XXXXSLER JEEP OF FRISCO, L.P. BANKSTON FORD OF FXXXXX, XXX. XX. BANKSTON NISSAN IN IRVING, INC. BANKSTON NISSAN LEWISVILLE, INC. BARGAIN RENT-A-CAR BATFISH AUTO, LLC BATFISH, LLC BBCSS, INC. BEACH CITY CHEVROLET COMPANY, INC. BEACON MOTORS, INC. BELL DODGE, L.L.C BENGAX XXTOR COMPANY, LTD BENGAL MOTORS, INC. BILL AYARES CHEVROLET, INC. XXXX XALLACE ENTERPRISES, INC. XXXXSOE DODGE, LLC BOB XXXXXXXD FORD, INC. XXXX XXXX XOLDING CORP. BOSC AUTOMOTIVE REALTY, INC. BROWN & BROWN CHEVROLET, INC. BXXXX & BROWN CHEVROLET - SUPERSTITION SPRINGS, LLC BROWN & BROWN NISSAN, INC. XROWX & XROWN NISSAN MESA, L.L.C. XXICK MART, INC. BUICK MART LIMITED PARTNERSHIP BULL MOTORS, LLC C-CAR AUTO WHOLESALERS, INC. C. GARRETT, INC. CARLISXX XXXXXX, LLC CARWELL, LLC CENTRAL MOXXX XXXPANY, LTD CENTRAL MOTORS, INC. CERRITOS BODY WORKS, INC. CERRITOS IMPORTS, INC. CHAMPION CHEVROLET, LLC CHAMPION FORD, INC. CHAMPION PLANNING, INC. CHARLIE HILLARD, INC. CXXXXXX XXXXXX XUTO SALES, INC. XXXXXIE THOMAS CHEVROLET, INC. XXXXXXE THOMAS CHRYSLER-PLYMOUTH, INC. CHARLIE THOMAS COURTESY LEASING, INC. CHARLIE THOMAS FORD, INC. XXXXXXX XXXMAS' COURTESY FORD, INC. XHESROWN AUTO, LLC CHESROWN CHEVROLET, LLC CHESROWN COLLISION CENTER, INC. CHESROWN FORD, INC. CHEVROLET WORLD, INC. CHUCK CLANCY FORD OF MARIETTA, INC. CLEBURNE MOTOR COMPANY, INC. COASTAL CADILLAC, INC. COLONIAL IMPORTS, INC. CONSUMER CAR CARE CORPORATION CONTEMPORARY CARS, INC. COOK-WHITEHEAD FORD, INC. XXXX-XXXXXXEAD FORD, LLC XXXXXXXXX XXOPERTIES HOLDING, INC. COSTA MESA CARS, INC. COURTESY AUTO GROUP, INC. COURTESY WHOLESALE CORPORATION COVINGTON PIKE MOTORS, INC. XXXXIX XXNAGEMENT ACCEPTANCE CORPORATION CROSS-CONTINENT AUTO RETAILERS, INC. CT INTERCONTINENTAL, INC. CT MOTORS, INC. D/L MOTOR COMPANY D/L MOTOR-HO, INC. DEAL DODGE OF DES PLAINES, INC. DEALERSHIP ACCOUNTING SERVICES, INC. DEALERSHIP PROPERTIES, INC. DEALERSHIP REALTY CORPORATION DESERT BUICK-GMC MANAGEMENT GROUP, INC. DESERT BUICK-GMC TRUCKS, L.L.C DESERT CHRYSLER-PLYMOUTH, INC. DESERT DODGE, INC. DESERT GMC-EAST, INC. DESERT GMC, L.L.C DESERT LINCOLN-MERCURY, INC. DOBBS BROTHERS BUICK-PONTIAC, INC. DOBBS FORD, INC. DOBBS XXXX OF MEMPHIS, INC. DOBBS MOBILE BAY, INC. XXXXX MOTORS OF ARIZONA, INC. DODGE OF BELLEVUE, INC. DON-A-VEE JEEP EAGLE, INC. DON MEALEY CHEVROLET, INC. XXX XXALEY IMPORTS, INC. XXX XXXXEY OLDSMOBILE, INC. XXXXXRS GROVE DODGE, INC. DRIVER'S MART WORLDWIDE, INC. EASTGATE FORD, INC. ED MULLINAX FORD, INC. XX XXXXXXXX, INC. EDGREX XXXXX XXXPANY, INC. XX MONTE IMPORTS, INC. EL MONTE MOTORS, INC. ELMHURST AUTO MALL, INC. ELMHURST DODGE, INC. EMICH CHRYSLER PLYMOUTH, LLC EMICH DODGE, LLC EMICH LINCOLN-MERCURY, LLC EMICH LINCOLN-MERCURY, INC. EMICH OLDSMOBILE, LLC EMICH SUBARU WEST, LLC EMPIRE SERVICES AGENCY, INC. FINANCIAL SERVICES, INC. FIRST TEAM AUTOMOTIVE CORP. FIRST TEAM FORD, LTD FIRST TEAM FORD OF MANATEE, LTD. FIRST TEAM IMPORTS, LTD. FIRST TEAM INFINITI, LTD. FIRST TEAM JEEP EAGLE, CHRYSLER- PLYMOUTH, LTD. FIRST TEAM MANAGEMENT, INC. FIRST TEAM PREMIER, LTD. FIT KIT, INC. FLEMINGTON LAND ROVER, LLC FLORIDA AUTO CORP. FORD OF GARDEN GROVE LIMITED PARTNERSHIP FORD OF KIRKLAND, INC. FOX BUICX/XXXXX, INC. FOX CHEVROLET, INC. FOX HYUNDAI, INC. FOX, INC. FRED OAKLEY MOTORS, INC. XX. XXXXXRDALE NISSAN, INC. G.B. IMPORT SALES & SERVICE, LLC GENE EVANS FORD, LLC GEXXXX XXXXXRLIN NISSAN, INC XXXX XXXX FORD, INC. GOVERNMENT BLVD. MOTORS, INC. GULF MANAGEMENT, INC. H'S AUTO BODY, INC. HAYWARD DODGE, INC. HILLARD AUTO GROUP, INC. XXXXXWOOD IMPORTS LIMITED, INC. HOLLYWOOD KIA, INC. HORIZON CHEVROLET, INC. HOUSE OF IMPORTS, INC. HOUSTON AUTO IMPORTS GREENWAY, LTD. HOUSTON AUTO IMPORTS NORTH, LTD. HOUSTON IMPORTS GREENWAY-GP, INC. HOUSTON IMPORTS GREENWAY-LP, INC. HOUSTON IMPORTS NORTH-GP, INC. HOUSTON IMPORTS NORTH-LP, INC. HUB MOTOR CO. IRVINE IMPORTS, INC. IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP J-R ADVERTISING COMPANY J-R-M MOTORS COMPANY NORTHWEST, LLC J-R MOTORS COMPANY CENTRAL LLC J-R MOTORS COMPANY NORTH J-R MOTORS COMPANY SOUTH JEMAUTCO, INC. JERRY GLEASON CHEVROLET, INC. XXXXX GLEASON DODGE, INC. XXX XXXXXXN CHEVROLET CO. XXX XXXXLAN, FORD LINCOLN-MERCURY, INC. JOE MACPHERSON FORD JOE XXXXXXXXXX XXPORTS NO.1 XXX XXXXXERSON INFINITI XXX XXXXXXXXXN OLDSMOBILE XXXX X. XXXCE FORD, LLC XXX XXVXXXXXXXX, INC. KELNAT ADVERTISING, LTD. CO. KENYON DODGE, INC. KING'S CROWN FORD, INC. KIRKLAND PONTIAC-BUICK-GMC, INC. KLJ OF NEVADA, INC. L.P. EVANS MOTORS, INC. X.X. XXXXS MOTORS WPB, INC. XXXXX CHILDREN, INC. LEX XXXKS CHEVROLET, INC. XXX XXBB'S FORD, INC. LXX XXXX'X IRVINE NISSAN, INC. XXXUS OF CERRITOS LIMITED PARTNERSHIP LGS HOLDING COMPANY LOU GRUBB CHEVROLET-ARROWHEAD, INC. LOU GRUBB CHEVROLET, L.L.C XXX XRUBB FORD, L.L.C LXXXXX, XXC. MC/RII, LLX M S AND S TOYOTA, INC. MACHOWARD LEASING MACPHERSON ENTERPRISES, INC. MAGIC ACQUISITION CORP. MANHATTAN MOTORS, INC. MARKS FAMILY DEALERSHIPS, INC. MARKS TRANSPORT, INC. MAROONE CAR AND TRUCK RENTAL COMPANY MAROONE CHEVROLET FT. LAUDERDALE, INC. MAROONE CHEVROLET, LLC MAROONE DODGE, LLC MAROONE DODGE POMPANO, INC. MAROONE FORD, LLC MAROONE ISUZU, LLC MAROONE JEEP-EAGLE, INC. MAROONE MANAGEMENT SERVICES, INC MAROONE OLDSMOBILE II, INC. MAROONE OLDSMOBILE, LLC MARSHALL LINCOLN-MERCURY, INC. XXXXXX XOLDINGS, INC. MXXXXXXCAL WARRANTY PROTECTION, INC. METRO CHRYSLER JEEP, INC. MIDWAY CHEVROLET, INC. MIKE HALL CHEVROLET, INC. XXXX XHAD CHRYSLER PLYMOUTH JEEP EAGLE, INC. MIKE SHAD FORD, INC. MIXXXX-XXXXXXXXX AUTOMOTIVE, LLC XXXXXXN BLVD. MOTORS, INC. MR. WHEELS, INC. MULLINAX EAST, INC. MULXXXXX XXRD NORTH CANTON, INC. MULLINAX FORD SOUTH, INC. XXXXXNAX LINCOLN-MERCURY, INC. MULLINAX MANAGEMENT, INC. XXXXXNAX OF MAYFIELD, INC. XXXXINAX XXXX XXRS, INC. XXXXXXT BEACH CARS, LLC NICHOLS FORD, INC. NISSXX XX XRANDON, INC. NORTHPOINX XXXXXOLET, INC. NORTHPOINT FORD, INC. NORTHWEST FINANCIAL GROUP, INC. ONTARIO DODGE, INC. ORANGE COUNTY AUTOMOTIVE IMPORTS, LLC ORLANDO IMPORTS, INC. PAYTON-WRIGHT FORD SALES, INC. XXXXXN CRAMER AUTOMOTIVE XXXXXX XXXXER FORD PEYTXX XXXXXX XXXINITI XXXXXX XXXXXX JAGUAR PEXXXX XXXXXX XINCOLN-MERCURY XXXXXX AUTOMOTIVE CORPORATION PIERCE, LLC PITRE BUICK-XXXXXAC-GMC OF SCOTTSDALE, INC. PITRE CHRYSLER-PLYMOUTH-JEEP OF BELL, INC. PITRE CHRYSLER-PLYMOUTH-JEEP OF SCOTTSDALE, INC. PITRE ISUZU-SUBARU-HYUNDAI OF SCOTTSDALE, INC. PITRE KIA OF SCOTTSDALE, INC. PLAINS CHEVROLET, INC. PMWQ, INC. PMWQ, LTD. PORT CITY IMPORTS-HO, INC. PORT CITY IMPORTS, INC. PORT CITY PONTIAC-GMC TRUCKS, INC. PRIME AUTO RESOURCES, INC. QUALITY NISSAN, INC. QUANTUM PREMIUM FINANCE CORPORATION QUINLAN MOTORS, INC. R. XXXX XIMITED R.L. BUSCHER II, INC. R.X. XXXXXXX XXX, INC. XXXX XXXXXX HOLDINGS, INC. REPUBLIC ANDERSON INVESTMENT GROUP, XXC. REPUBLIC DM PROPERTY ACQUISITION CORP. REPUBLIC RESOURCES COMPANY (RRC) REPUBLIC RISK MANAGEMENT SERVICES, INC. REPUBLIC OF ROCHESTER, INC. RESOURCES AVIATION, INC. RI/ASC ACQUISITION CORP. RI/BB ACQUISITION CORP. RI/BBNM ACQUISITION CORP RI/BRC REAL ESTATE CORP. RI/CC ACQUISITION CORP. RI/DM ACQUISITION CORP. RI/HGMC ACQUISITION CORP. RI/HOLLYWOOD NISSAN ACQUISITION CORP. RI/LLC-2 ACQUISITION CORP. RI/LLC ACQUISITION CORP. RI MERGER CORP. RI/PII ACQUISITION CORP. RI/RMC ACQUISITION CORP RI/RMP ACQUISITION CORP. RI/RMT ACQUISITION CORP. RI/SBC ACQUISITION CORP. RI SHELF CORP. RI/WFI ACQUISITION CORPORATION RII MANAGEMENT COMPANY ROSECRANS INVESTMENTS, LLC ROSEVILLE MOTOR CORPORATION RRM CORPORATION, INC. RSHC, INC. SAHARA IMPORTS, INC. SAHARA NISSAN, INC. SANTA ANA AUTO CENTER SAUL CHXXXOLET, INC. SCX XXALTY II, INC. SCM REALTY, INC. SERVICE STATION HOLDING CORP. SGSCP LIMITED PARTNERSHIP SHAMROCK FORD, INC. SIX JAYS LLC SMI MOTORS, INC. SMYTHE EUROPEAN, INC. SXXXXXXST LEASE CAR, INC. SOUTHTOWN FORD, INC. SOUTHWEST DODGE, LLC SPIT FIRE PROPERTIES, INC. SPOKANE MITSUBISHI DEALERS ADVERTISING ASSOCIATION, INC. STAR MOTORS, LLC STEAKLEY CHEVROLET, INC. XXXXXXECHASE MOTOR COMPANY STEVE MOORE CHEVROLET DELRAY, LLC STEVE MOORE CHEVROLET, LLC XXXXX XOORE, LLC STEVE XXXXX'X XXX-RIGHT AUTO CENTER, INC. STEVE RAYMAN PONTIAC-BUICK-GMC-TRUCK, LLC STEVENS CREEK MOTORS, INC. SUNRISE NISSAN OF JACKSONVILLE, INC. SUNRISE NISSAN OF ORANGE PARK, INC. SUNSET PONTIAC-GMC, INC. SUNSET PONTIAC-GMC TRUCK SOUTH, INC. SUPERIOR NISSAN, INC. SUTHERLIN CHRYSLER-PLYMOUTH JEEP- EAGLE, LLC SUTHERLIN IMPORTS, INC. XXXXXXXXN IMPORTS, LLC XXXXXXXXX NISSAN, LLC SXXXXXXXX NISSAN OF TOWN CENTER, INC. T-FIVE, INC. T-WEST SALES & SERVICE, INC. TALLAHASSEE AUTOMOTIVE GROUP, INC. TALLAHASSEE CHRYSLER PLYMOUTH, INC. TARTAN ADVERTISING, INC. TASHA INCORPORATED TAYLXX XXEP EAGLE, LLC XXXX XODGE, INC. TERRY YORK MOTOR CARS, LTD. XXXXX FORD, INC. TEXAN FORD SALES, INC. TEXAN LINCOLN-MERCURY, INC. THE CONSULTING SOURCE, INC. THE PIERCE CORPORATION II, INC. XORRANCE NISSAN, LLC TOUSLEY FORD, INC. TOWN & XXXXTRY CHRYSLER JEEP, INC. TOYOTA CERRITOS LIMITED PARTNERSHIP TRIANGLE CORPORATION VALENCIA DODGE VALENCIA LINCOLN-MERCURY, INC. XXXXXX XHEVROLET, INC. VANDERBEEK MOTORS, INC. XXXXXXXXXK OLDS/GMC TRUCK, INC. XILLAGE MOTORS, LLC VINCE WIESE CHEVROLET, INC. X.X. XANKSTON ENTERPRISES, INC. X.X. BANKSTON LINCOLN-MERCURY, INC. W.O. BANKSTON NISSAN, INC. W.X. XXXXSTON PAINT AND BODY, INC. XALLACE DODGE, LLC WALLXXX XXXX, XXX WALLAXX XXXXXXX, INC. WXXXXXX LINCOLN-MERCURY, LLC XXXXXXX XISSAN, LLC WEBX XXXXXOTIVE GROUP, INC. WEST COLTON CARS, INC. WEST SIDE MOTORS, INC. WESTGATE CHEVROLET, INC. WOODY CAPITAL INVESTMENT COMPANY II WOODY CAPITAL INVESTMENT COMPANY III WORKING MAN'S CREDIT PLAN, INC. YORK ENTERPRISES SOUTH, INC. By: /s/ Marc Bourhis ------------------------------ Name: Marc Bourhis Title: Xxxxxxxxx EXHIBIT A1 [A-1 (Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED============================================================================= CUSIP:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture hereof and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT Dated as of September 11, 1997 INTEGRATED HEALTH SERVICES CORPSERVICES, INC. By: /s/ W. Bxxxxxx Xxxxxxx ----------------------------- Name: W. Bxxxxxx Xxxxxxx Title: Executive Vice President- Chief Accounting Officer Attest: /s/ ------------------------------------------ Dated as of September 11, 1997 FIRST UNION NATIONAL BANK, as Trustee By:/s/ ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORPAttest: /s/ ------------------------------------------ EXHIBIT A LEGENDS FOR GLOBAL SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT 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. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 [Face of Note] UNLESS THIS CERTIFICATE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (55 WXXXX XXXXXX, A NEW YORK CORPORATION XXX XXXX, XXX XXXX) ("DTCXXX"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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, 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTUNDER SUCH LAWS. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (SECURITY UNLESS SUCH OFFER, SALE OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY OTHER TRANSFER IS (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH OF THE FOREGOING CASES SUCH OFFER, SALE OR OTHER TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM PROVIDED FOR IN THE INDENTURE (A COPY OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. ANY TRANSFEREE OF THIS SECURITY SHALL BE DEEMED TO HAVE REPRESENTED EITHER (A) THAT IT IS NOT USING THE ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT ("RULE 144AERISA") OR THE INTERNAL REVENUE CODE (THE "CODE") TO PURCHASE THIS SECURITY OR (B) THAT ITS PURCHASE AND CONTINUED HOLDING OF THE SECURITY WILL BE COVERED BY A U.S. DEPARTMENT OF LABOR CLASS EXEMPTION (WITH RESPECT TO PROHIBITED TRANSACTIONS UNDER SECTION 406(A) OF ERISA), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 91 100 SIGNATURES INSIGHT HEALTH SERVICES CORPSTEXXXX XXTERPRISES, INC. By: ----------------------------- /s/ WILXXXX X. XXXX ---------------------------------------------- Name: Wilxxxx X. Xxxx Title: INSIGHT HEALTH President and Chief Executive Officer GUARANTORS: S.E. OF TUCSON, ARIZONA, INC. GRIXXXX-XXXXXXX, XNC. FOREST HILLS CEMETERY, INC. GRIXXXX XXGXXXX XXAXXX & ROTX, XNC. GRIXXXX-XXXXXXX XXSURANCE AGENCY, INC GROSS FUNERAL HOME, INC. REST HILLS MEMORIAL PARK, INC. GRIXXXX XXGXXXX - XXXXXX, XNC. DILXXX XXOTHERS HUNTINGTON VALLEY MORTUARY HOPXXX XXRTUARY, INC. LASXXXX XXNERAL CHAPELS, INC. SANTA BARXXXX XXNERAL SERVICES, INC. S.E. ACQUISITION OF CALIFORNIA, INC. ALL SOULS MORTUARY, INC. ASHES TO ASHES, INC. ASSUMPTION MORTUARY, INC. BARSTOW FUNERAL HOMES, INC. BUCXXXXX XXMILY, INC. CALVARY MORTUARY OF LOS ANGELES, CALIFORNIA, INC. CATHOLIC MORTUARY SERVICES, INC. DeYXXXX XXMORIAL CHAPEL, INC. HOLY CROSS MORTUARY OF CULVER CITY, CALIFORNIA, INC. HOLY CROSS MORTUARY OF POMONA, CALIFORNIA, INC. LOMBARD & CO. N.D. DAVXX & ASSOCIATES, INC. QUEEN OF HEAVEN MORTUARY, INC. RESURRECTION MORTUARY, INC. RICXXXX XXXXXX XXNERAL SERVICE RIVER CITIES FUNERAL CHAPEL, INC. S.E. ACQUISITION OF DELANO, CALIFORNIA, INC. S.E. ACQUISITION OF GLENDALE, CALIFORNIA, INC. S.E. ACQUISITION OF LANCASTER, CALIFORNIA, INC. 101 S.E. ACQUISITION OF LOS OSOS MORTUARY AND MEMORIAL PARK, INC. S.E. ACQUISITION OF OAKHURST, CALIFORNIA, INC. S.E. ACQUISITION OF OROVILLE, CALIFORNIA, INC. S.E. ACQUISITION OF SAN DIEGO, CALIFORNIA, INC. SAN FERXXXXX XXSSION MORTUARY, INC. SANTA CLAXX XXRTUARY, INC. SCOXXXX XXRTUARY, A CALIFORNIA CORPORATION SDCA HOLDINGS, INC. SAN DIEGO CEMETERY ASSOCIATION SIMPLICITY PLAN OF CALIFORNIA, INC. STEXXXX XXE-NEED SERVICES, INC. STRXXXXXX/XXIXXXX XXRTUARY CATALINA CHANNEL CREMATION SOCIETY WALXXXX X. XXXXX & HOWXXX X. XXXXXXXX, XNC. WOOXXXXX XXAPEL OF CRIXXXX & FLYXX XXNTINEL CREMATION SOCIETIES, INC. S.E. ACQUISITION OF MURIETTA, CALIFORNIA, INC. S.E. ACQUISITION OF SANTA MARIA, CALIFORNIA, INC. VICXXX X. XXXXXXXXX, XNC. CEMETERY MANAGEMENT, INC. ARLINGTON MEMORIAL PARK CEMETERY AND FUNERAL HOME, INC. BALXXXX-XXXXXXXXX XXNERAL HOMES, INC. ALL FAITHS MEMORIAL PARK, INC. ORLANDO FUNERAL HOME, INCORPORATED THE SIMPLICITY PLAN, INC. BAY AREA CREMATORY, INC. BRUXX XXALA FUNERAL HOME, INC. BETX XXXXX XXNERAL CHAPEL TAMPA, INC. BETX XXXXX XXMORIAL CHAPEL, INC. CHAPEL HILL CEMETERY, INC. GLEX XXVEN MEMORIAL PARK, INC. HIGHLAND MEMORY GARDENS, INC. SEMORAN FUNERAL HOME, INC. FLORIDA HILLS MEMORIAL GARDENS, INC. GARDEN OF MEMORIES, INC. A.P. XXXX XXNERAL HOME, INC. CURXX & SON FUNERAL HOME, INC. WOODLAWN MEMORY GARDENS, INC. (ST. PETX) XOOD SHEPHERD MEMORIAL GARDENS, INC. DAVXX X. XXXXX XXNERAL HOME, INC. HUBXXXX XXNERAL HOME AND CREMATORY, INC. 102 KENX X. XXXXXX, XNC. KICLITER FUNERAL HOME, INC. MADCEM OF FLORIDA, INC. MEMORIAL PARK CEMETERY, INC. OAKLAWN PARK CEMETERY AND FUNERAL HOME, INC. ROBXXXX XXNERAL HOME, INC. ROYAL PALM MEMORIAL GARDENS, INC. SYLXXX XXXXX XXMORIAL PARK, INC. TRINITY MEMORIAL GARDENS OF LAKELAND, INC. TURXXX XXEMATORY, INC. TURXXX XXNERAL HOMES, INC. WALXX & WOOD FUNERAL HOME, INC. WOODLAWN PARK CEMETERY COMPANY MEMORIAL SUNSET PARK, INC. NATIONAL MONUMENT CO., INC. SOUTH DADE-PALMS MEMORIAL PARK, INC. CHEXXXXX XXLX XXMORIAL PARK, INC. EMPRESAS STEXXXX - CEMENTERIOS, INC. EMPRESAS STEXXXX - FUNERARIAS, INC. EASTLAWN CORPORATION HOLXX XXLL MEMORIAL PARK, INC. ROSE HAVEN FUNERAL HOME & CEMETERY, INC. ACME MAUSOLEUM CORPORATION INTERNATIONAL STONE & ERECTORS, INC. LAKE LAWN METAIRIE FUNERAL HOME, INC. LAKE LAWN METAIRIE FUNERAL HOME (JOINT VENTURE) LAKE LAWN PARK, INC. METAIRIE CEMETERY ASSOCIATION PINE CREST CEMETERY, INC. ALL FAITHS FUNERAL HOME, INC. MOUNT OLIVET CEMETERY, INC. S.E. AUSTRALIA, INC. S.E. SOUTH-CENTRAL, INC. ELLXXXX XXNERAL HOME, INC. KILXXXX-XXXXX XXNERAL HOME, INC. LATXXX XXNERAL HOME, INC. PINE CREST FUNERAL HOME, INC. FAITH MEMORIAL PARK & MAUSOLEUM COMPANY, INC. VALHALLA MEMORY GARDENS AND FUNERAL HOME, INC. ROCKCO AND SON FUNERAL HOME, INC. ROCKCO'S FUNERAL HOMES, INC. S.E. ACQUISITION OF LITHONIA, GEORGIA, INC. ANDXXX X. XxXXXX & SON FUNERAL HOME, INC. S.E. ACQUISITION OF BLUE ISLAND, ILLINOIS, INC. 103 X.X. XXXXXXXXXXX XX XXX XXWN AND ORLAND PARK, ILLINOIS, INC. S.E. CEMETERY MANAGEMENT OF ILLINOIS, INC. THEXX-XXXXXX XXNERAL HOME, INC. KNUXXXX XXNERAL HOMES, INC. PAUXXX XXNERAL HOME, INC. RUNXXX XXNXXXX, XNC. PROFESSIONAL FUNERAL SERVICES, INC. D.W. XXXXXXXX'X XXNS, INC. DWN PROPERTIES, INC. FUNERAL SECURITY PLANS, INC. S.E. ACQUISITION OF BOONVILLE, MISSOURI, INC. WYUKA FUNERAL HOME, INC. WYUKA SIMPLICITY PLAN, INC. S.E. ACQUISITION OF ALBUQUERQUE, NEW MEXICO, INC. S.E. ACQUISITION OF SANTA FE, NEW MEXICO, INC. S.E. ACQUISITION OF MUSKOGEE, OKLAHOMA, INC. MT. JULIET FUNERAL HOME, INC. MT. JULIET MEMORIAL GARDENS, INC. NAVX XXNERAL HOME OF LEBANON, INC. CEMETERY SERVICES, INC. S.E. CEMETERY MANAGEMENT OF WISCONSIN, INC. WISCONSIN MEMORIAL PARK COMPANY, INC. TIME-LOCK INSURANCE AGENCY, INC. SIMPLE TRIBUTE, INC. SIMPLE TRIBUTE OF FLORIDA, INC. SIMPLE TRIBUTE OF TENNESSEE, INC. SIMPLE TRIBUTE OF MARYLAND, INC. ST. BERXXXX XXMORIAL GARDENS, INC. ST. BERXXXX XXMORIAL FUNERAL HOME, INC. ST. VINXXXX xx XXXX XXMETERY ASSOCIATION STEXXXX XXTERPRISES (EUROPE), INC. STEXXXX XXSOURCE CENTER, INC. STEXXXX XXRVICES, INC. S.E. MID-ATLANTIC, INC. GARXXX XXMILY FUNERAL HOME, INC. HAIXXXX XXNERAL HOMES, INC. HAIXXXX XXNERAL HOME OF HENXX XXUNTY, INC. HIGXXXX XXD SON FUNERAL HOME, INC. S.E. ACQUISITION OF PIKEVILLE, KENTUCKY, INC. BOUNDS FUNERAL HOME, INC. CEDAR HILL CEMETERY COMPANY, INC. CREST LAWN MEMORIAL GARDENS, INC. FORT LINCOLN CEMETERY, INC. FORT LINCOLN FUNERAL HOME, INC. 104 GALLERY GRANITE CORPORATION HILLCREST MEMORIAL CEMETERY, INC. HINXX-XXXXXXX XXNERAL HOME, INC. JOHX X. XXXXXX XXNERAL HOME, INC. LOUDON PARK CEMETERY COMPANY DRUID RIDGE CEMETERY COMPANY LOUDON PARK FUNERAL HOME, INC. NALXXX'X XXNERAL HOME, INC. NATIONAL HARMONY MEMORIAL PARK, INC. PARKLAWN, INC. THE PARKWOOD CEMETERY COMPANY PARKWOOD MANAGEMENT COMPANY WILXXXX X. XXXXXXXX, XNC. GORXX & GORXX XXTXXXXX-XXXXXXX XXRTUARY S.E. ACQUISITION OF CLIFTON, NEW JERSEY, INC. C.J. XXXXXXXXX & SONS, INC. GARXXXXXX XXLXXXXX XXMORIAL HOME, INC. MATXXX XXXX XXXXXX XXNERAL HOME, INC. MURXXX XXNERAL SERVICE, INC. NULXXX XXNERAL HOME, INC. OTTX XXXXXX XXNERAL HOME, INC. CORNELL & DAGXXXX, XNC. S.E. ACQUISITION OF FREDONIA, NEW YORK, INC. BROXX XXMORIALS, INC. CATAWBA MEMORIAL PARK, INC. CENTRAL STONE WORKS, INCORPORATED HARXXX X. XXXXX, XNC. EVAXX XXNERAL HOME, INC. EVERGREEN MEMORIAL GARDENS, INC. GARXXXX - HILLCREST, INC. HIGHLAND MEMORY GARDENS OF FRANKLIN COUNTY, INC. JOHXXXX XXNERAL HOME, INC. LANCASTER FUNERAL HOMES, INC. MCLXXXXX'X XXNERAL HOME, INC. MILXXX-XXX, XNC. PARKLAWN MEMORIAL GARDENS, INC. POLXXXX XXLXX XXNERAL SERVICE, INC. STEXXXXX XXRVICES, INC. THOXXX-XXXXXXXXX XXMPANY 1730 INVESTMENT CO., INC. MEMORIAL PARKS, INCORPORATED BENXXXXX XXXXXXXX X. M., INC. GEOXXX XXXXXXXXXX XXMORIAL PARK, INC. KIRX & NICE SUBURBAN CHAPEL, INC. KIRX & NICE, INC. S.E. ACQUISITION OF PENNSYLVANIA, INC. S.E. CEMETERY MANAGEMENT OF PENNSYLVANIA, INC. SUNSET MEMORIAL PARK COMPANY 105 PET HAVEN, INC. DUNXXX XXNERAL HOME, INC. THE MACXXX XXRTUARY, INC. CANXXX XXNERAL HOME, INC. OCONEE MEMORIAL FUNERAL HOME, INC. PINEVIEW, INC. S.E. XXXXXXXXXXX XX XXXXX XXXXXXX, XXXXX XXXXXXXX, XNC. S.E. ACQUISITION OF CHARLESTON, INC. S.E. XXXXXXXXXXX XX XXXXXXX, XXXXX XXXXXXXX, XNC. S.E. ACQUISITION OF SOUTH CAROLINA, INC. MONTE VISTA BURIAL PARK, INC. BLUE RIDGE MEMORIAL GARDENS, INC. CLINCH VALLEY MEMORIAL CEMETERY, INC. EVEXXX XXMMUNITY FUNERAL CARE, INC. EVEXXX XXNERAL HOMES, INCORPORATED EVEXXX XXP, INC. SIMPLICITY PLANS OF ALABAMA, INC. FAIRFAX FUNERAL HOME, INC. JOSXXX X. XXXXXX XXNERAL HOME, INC. RICHMOND MEMORIAL PARKS, INC. WASHINGTON MEMORIAL CEMETERY, INCORPORATED WISE CORPORATION BARXXXXX-XXXXXXXX-XXX XXNERAL HOME, INC. CALXXX XXNERAL SERVICE OF PINEVILLE, INC. CASXXXXX & CURXX XXNERAL HOME, INC. DODX-XXXXX-XXXX XXNERAL HOME, INC. EVAXX XXNERAL HOME, INC. (WEST VIRGINIA) GRACELAND MAUSOLEUM, INC. KIMXX XXNERAL HOME, INC. KLIXXXX-XXXXXXXXX XXRTUARY, INC. S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC. WILXXX XXNERAL HOME, INC. LAKEWOOD MEMORIAL PARK, INC. MEMORIAL SERVICES HOLDINGS CORPOF COLUMBIA, INC. MEMORIAL FUNERAL HOME, INC. LINCOLN MEMORIAL MORTUARY, INC. S.E. ACQUISITION OF NEVADA, INC. DESERT MEMORIAL, INC. NEPTUNE SOCIETY OF NEVADA, INC. RENO MEMORIAL, INC. S.E. ACQUISITION OF RENO, NEVADA, INC. STRONG & BURXX XXNERAL HOME, INC. MONTLAWN MEMORIAL PARK, INC. ROCKY MOUNT MEMORIAL PARK, INC. S.E. ACQUISITION OF OREGON, INC. AMLXXX/XXHXXXXXX XXNERAL SERVICE, INC. CASCADE CREMATORY, INC. 106 CHAPEL OF THE ROSES, INC. CHAPEL OF THE VALLEY FUNERAL HOME, INC. DUTXXX, XNC. J.P. XXXXXX XXD SON MORTUARY, INC. SUNSET HILLS MEMORIAL PARK GREENWOOD CEMETERY, INC. NISXXXXXX & REYXXXXX, XNC. S.E. XXXXXXXXXXX XX XXXXXX XXXXX, XXXXXX, XNC. S.E. ACQUISITION OF REEDSPORT, OREGON, INC. TABXX'X XXSERT HILLS MORTUARY, INC. CAROLINA FINANCIAL CORPORATION OF PICKENS HILL-CREST MEMORIAL PARK OCONEE MEMORIAL GARDENS, INC. DILXXXX XXMORIAL, INC. COLX & GARXXXX XXNERAL HOMES, INC. HIGHLAND MEMORIAL CEMETERY, INC. HOLXX XXLLS, INC. KINGSPORT CEMETERY CORPORATION THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC. PASADENA FUNERAL HOME, INC. RESTLAND FUNERAL HOME, INC. ANDXXXXX-XXXXXXX XXOS. FUNERAL HOMES, INC. LITTLE BETHEL MEMORIAL PARK, INC. ROSELAWN MEMORIAL GARDENS, INC. BELXX XXNERAL HOME, INC. BEXAR COUNTY MORTUARY SERVICES, INC. BLUEBONNET HILLS MEMORIAL PARK, INC. BLUEBONNET HILLS FUNERAL HOME, INC. BRIXXX-XXXXXXX XXNERAL HOME, INC. CREXXX & SONS, INCORPORATED DALXXX & SON FUNERAL HOME, INC. EMERALD HILLS FUNERAL CORPORATION J. X. XXXXX & SON FUNERAL DIRECTORS, INC. GUARDIAN CREMATION SOCIETY, INC. GUARDIAN FUNERAL HOME, INC. HILLTOP MEMORIAL PARK LAUREL LAND MEMORIAL PARK, INC. LAUREL LAND FUNERAL HOME, INC. SINGING HILLS FUNERAL HOME, INC. LAUREL LAND OF FORT WORTH, INC. LAUREL LAND FUNERAL HOME OF FORT WORTH, INC. LYOXX XXNERAL HOME, INC. METROCREST FUNERAL HOME, INC. RESTLAND OF DALLAS, INC. ABBEY PLAN OF TEXAS, INC. HIGHLAND MEMORIAL GARDENS, INC. 107 XXXXXXXXXX XXXX XX XXXXX, XNC. SOUTHPARK FUNERAL HOME, INC. SOUTH MEMORIAL PARK, INC. S.E. ACQUISITION OF WASHINGTON, INC. E.R. XXXXXXXXXXX & SONS CREMATION SOCIETY NORTHWEST, INC. EVERGREEN STAPLES FUNERAL CHAPEL, INC. CUNXXXXXXX XXMORIAL PARK, INC. LEGACY ONE, INC. FINDLAY CEMETERY, INC. EASTLAWN MEMORIAL GARDENS, INCORPORATED GRANDVIEW MEMORY GARDENS, INCORPORATED GREENHILLS MEMORY GARDENS, INC. HIGHLAND MEMORY GARDENS, INCORPORATED HOLXX XXMORIAL GARDENS, INC. (VA) MONTICELLO MEMORY GARDENS, INC. SUNSET MEMORY GARDENS, INC. BLUE RIDGE FUNERAL HOME, INC. BLUE RIDGE MEMORIAL GARDENS, INC. C.G.R., INC. EASTERN CEMETERY ASSOCIATES, INC. ETERNAL LIGHT FUNERALS, INC. KANAWHA PLAZA PARTNERSHIP LEGACY ONE SERVICE CORPORATION LOI CHARLESTON, INC. MOUNTAIN VIEW MEMORY GARDENS, INC. NATIONAL EXCHANGE TRUST, LTD. NATIONAL FUNERAL SERVICES, INCORPORATED PLEASANT VIEW MEMORY GARDENS, INC. WILXXXXX-XXUE RIDGE FUNERAL HOME, INC. By: ----------------------------- /s/ KENXXXX X. XXXXX ------------------------------------- Name: Kenxxxx X. Xxxxx Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYAssistant Treasurer FIRSTAR BANK, N.A., N.A. as Trustee By: ----------------------------- /s/ FRAXX XXXXXX ------------------------------------- Name: Fraxx Xxxxxx Title: Vice President 108 EXHIBIT A1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCUSIP 860000XX0 Xo. _______ **$298,960,000** STEXXXX XXTERPRISES, A NEW YORK CORPORATION INC. 10 3/4% Senior Subordinated Notes due 2008 Issue Date: June 29, 2001 Stexxxx Xxterprises, Inc., a Louisiana Corporation (the "DTCCompany", which term includes any successor under this Indenture hereinafter referred to), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERfor value received, 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, promises to pay to CEDE & CO., HAS AN INTEREST HEREINor its registered assigns, the principal sum of TWO HUNDRED AND NINETY EIGHT MILLION NINE HUNDRED AND SIXTY THOUSAND DOLLARS ($298,960,000) on July 1, 2008. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFInterest Payment Dates: January 1 and July 1, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTUREcommencing January 1, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE2002. Record Dates: December 15 and June 15. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDwhich further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture hereof and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of Xxxxx 00, 0000 XXXXXX INDUSTRIES, INC. By: ----------------------------- /s/ Xxxxxx X. Xxxxxx Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names Xxxxxx X. Xxxxxx Dated as of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET March 22, 1999 U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxxx Xxxxxxxx Name: Title: Xxxxxxx Xxxxxxxx EXHIBIT A1 [A (Face of Note] Security) UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. CO. OR IN SUCH OTHER NAME AS IS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCDEPOSITORY), ANY TRANSFER, PLEDGE, 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. HEREIN.1 "THIS GLOBAL SENIOR NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (IPREDECESSOR) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE ABSENCE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TOA BENEFICIAL INTEREST HEREIN, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDHOLDER:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP106 In witness whereof, the parties hereto have caused this Supplemental Indenture to be executed by their duly authorized representatives, effective as of the day and year first above written. SM ENERGY COMPANY By: ----------------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Executive Vice President, General Counsel and Corporate Secretary U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 3.06 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a3.06(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 3.10 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER DEPOSITARY TO A NOMINEE OF THE SECURITIES ACT DEPOSITARY OR BY A NOMINEE OF 1933, AS AMENDED (THE "SECURITIES ACT"), DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE A NOMINEE OF SUCH REGISTRATION OR SUCCESSOR DEPOSITARY. UNLESS SUCH TRANSACTION THIS CERTIFICATE IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFERDEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, SELL OR OTHERWISE TRANSFER SUCH SECURITYXXX XXXX, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONXXX XXXX) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"“DTC”), TO A THE ISSUERS OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of [________], 2012 CIRCUS AND ELDORADO JOINT VENTURE Attest: By: ----------------------------- Name: Name: Title: INSIGHT HEALTH SERVICES HOLDINGS Title: Dated as of [________], 2012 SILVER LEGACY CAPITAL CORP. Attest: By: ----------------------------- Name: Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Dated as of [________], 2012 THE BANK AND OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee N.A. Attest: By: ----------------------------- Authorized Signatory Name: Title: EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYISSUERS. THIS NOTE CUSIP $ No. 1 CIRCUS AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ELDORADO JOINT VENTURE and SILVER LEGACY CAPITAL CORP. Second Lien Notes due 2018 CIRCUS AND ELDORADO JOINT VENTURE, AS AMENDED a Nevada general partnership (THE "SECURITIES ACT"the “Partnership”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDand SILVER LEGACY CAPITAL CORP., SOLDa Nevada corporation (“Capital” and, ASSIGNEDtogether with the Partnership, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"the “Issuers,” which term includes any successor under the Indenture hereinafter referred to), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDfor value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of [_____] Million Dollars ($[_____]) on [________], 2018. Interest Payment Dates: [June 15 and December 15] commencing [June 15], 2013.

Table of Contents, Headings, etc. The Table table of Contentscontents, Crosscross-Reference Table reference sheet and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. ByENERGY WEST INCORPORATED By __________________________________ Name _____________________________ Title ____________________________ Attest: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET _________________________________ Name _______________________ Title ______________________ NORWEST BANK AND TRUST COMPANYMINNESOTA, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- Name: Title: By ____________________________________ Xxxxxx X. Xxxxxxxxx, Assistant Vice President EXHIBIT A1 [Face of Note] UNLESS A THIS CERTIFICATE NOTE IS PRESENTED A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY AN AUTHORIZED REPRESENTATIVE THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANYOR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY. Unless this certificate is presented by an authorized representative of The Depository Trust Company, A NEW YORK CORPORATION a New York corporation ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERto Energy West Incorporated, EXCHANGEa Montana corporation, OR PAYMENTor its agent for registration of transfer, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 or in such other name 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 HEREOFinasmuch as the registered owner hereof, CEDE Cede & COCo., has an interest herein. ENERGY WEST INCORPORATED __% Note due June 1, 2012 No. _________________ $______________________ CUSIP No. ______________ ENERGY WEST INCORPORATED, a Montana corporation, for value received, hereby promises to pay to ______________________ , or registered assigns, the principal sum of ____________________ DOLLARS on June 1, 2012 and to pay interest on said principal sum at the rate of __% per annum calculated on the basis of a 360-day year of twelve 30-day months., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 100 SIGNATURES INSIGHT HEALTH SERVICES CORP---------- Dated as of September __, 0000 XXXXXXX PCS, INC. By: ----------------------------- :________________________________ Name: :Xxxxxx X. Xxxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP:President and Chief Executive Officer AGW LEASING COMPANY, INC. By: ----------------------------- :________________________________ Name: :Xxxxxx X. Xxxxxxxxx Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND :President and Chief Executive Officer BANKERS TRUST COMPANY, N.A., as Trustee By: ----------------------------- :_______________________________ Name: Title: EXHIBIT A1 [A FORM OF NOTE (Face of Senior Subordinated Discount Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) _____% Senior Subordinated Discount Notes due 2009 [Unless and until it is exchanged in whole or in part for Senior Subordinated Discount Notes in definitive form, A NEW YORK CORPORATION this Senior Subordinated Discount Note may not be transferred except 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. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) ("DTCXXX"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGEexchange or payment, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH in as much as the registered owner hereof, Cede & Co., has an interest herein.]/1/ [THE SENIOR SUBORDINATED DISCOUNT NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE REGISTERED OWNER HEREOF"UNITS"), CEDE & CO.EACH OF WHICH CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE ___% SENOR SUBORDINATED DISCOUNT NOTES DUE 2009 OF AIRGATE PCS, HAS INC. (THE "SENIOR SUBORDINATED DISCOUNT NOTES") AND ___ WARRANTS (THE "WARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE ___ SHARES, PAR VALUE $0.01 PER SHARE, OF AIRGATE PCS, INC.]/2/ [PRIOR TO THE EARLIEST TO OCCUR OF (I) 180 DAYS AFTER THE CLOSING OF THE OFFERING OF THE UNITS, (II) THE OCCURRENCE OF A CHANGE OF CONTROL OR AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY EVENT OF DEFAULT (AS DEFINED IN THE INDENTURE GOVERNING THE SENIOR SUBORDINATED DISCOUNT NOTES) AND (III) SUCH DATE AS XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION IN ITS /1/ This paragraph should be included only if the Senior Subordinated Discount Note is issued in global form. /2/ This paragraph should be included only if the Senior Subordinated Discount Note is issued prior to the Separation Date. SOLE DISCRETION SHALL DETERMINE, THE SENIOR SUBORDINATED DISCOUNT NOTES EVIDENCED BY THIS NOTE) CERTIFICATE MAY NOT BE TRANSFERRED OR ITS NOMINEE IN CUSTODY FOR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH THE BENEFIT WARRANTS (THE EARLIEST OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, - (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933OCCUR, AS AMENDED (THE "SECURITIES ACT")SEPARATION DATE").]/2/ No. ___ $_____________ CUSIP NO. 000000XX0 AIRGATE PCS, OR ANY STATE SECURITIES LAWSINC. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDpromises to pay to ___________________ or registered assigns, SOLDthe principal sum of ____________ Dollars on ______, ASSIGNED2009. Interest Payment Dates: _______ and _______, TRANSFERREDbeginning ___, PLEDGED2005 Record Dates: ______ and _____ AIRGATE PCS, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTINC. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE By: _______________________________ Name: Title: This is one of the Senior Subordinated Discount Notes referred to in the within-mentioned Indenture: Dated: ____________ BANKERS TRUST COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, as Trustee By: _______________________________ (BBack of Senior Subordinated Discount Note) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED______% Senior Subordinated Discount Notes due 2009 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of June 13, 2007 W&T OFFSHORE, INC. By: ----------------------------- /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Senior Vice President and Chief Financial Officer GULF OF MEXICO OIL AND GAS PROPERTIES LLC OFFSHORE ENERGY I LLC OFFSHORE ENERGY II LLC OFFSHORE ENERGY III LLC OFFSHORE SHELF LLC W&T ENERGY VI, LLC W&T ENERGY VII, LLC By: ----------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYAuthorized Representative XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCUSIP: [ ] ISIN: [ ] 8.25% Senior Notes due 2014 No. $[ ] W&T OFFSHORE, A NEW YORK CORPORATION ("DTC")INC. promises to pay to [ ] or registered assigns, TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERthe principal sum of DOLLARS on June 15, EXCHANGE2014. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Dated: June 13, OR PAYMENT2007 W&T OFFSHORE, 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 & COINC. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK, ANY TRANSFERNATIONAL ASSOCIATION, 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. as Trustee By: Authorized Signatory [Back of Note] 8.25% Senior Notes due 2014 [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 2.06 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE GUARANTEES ENDORSED HEREON HAVE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A UNITED STATES PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY STATE SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES LAWS. NEITHER ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE NOR (THE GUARANTEES ENDORSED HEREON NOR FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000 AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDTRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) OF THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH REGISTRATION TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR UNLESS OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSACTION TRANSFER IS EXEMPT BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANYAS USED HEREIN, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “UNITED STATES PERSON” HAVE THE MEANINGS GIVEN TO AN EFFECTIVE REGISTRATION STATEMENT THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. [Insert the Private Placement Legend, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDif applicable pursuant to the provisions of the Indenture]] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of April 28, 2000 360networks inc. By: ----------------------------- ------------------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. HSBC BANK USA, AS TRUSTEE By: ----------------------------- ------------------------------------- Name: Title: EXHIBIT A2 [Names Face of Subsidiary GuarantorsNote] CUSIP/NO. ________/_______ 13% Senior Notes due 2008 No. ___ eurodollars_________________ 360networks inc. promises to pay to______________________________________________________________ or registered assigns, the principal sum of____________________________________________________________ Euros (eurodollars_______________) on May 1, 2008. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Subject to Restrictions set forth in this Note. Dated: 360networks inc. By: ----------------------------- ------------------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A.This is one of the Notes referred to in the within-mentioned Indenture: HSBC Bank USA, as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 __________________________________ Authorized Signatory [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (13% Senior Notes due 2008 ["DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IVINDENTURE."](1) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. ["THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) AND, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN ACCORDINGLY, MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE ABSENCE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH REGISTRATION OR UNLESS TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND , IF SUCH TRANSACTION TRANSFER IS EXEMPT FROMIN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN U.S. $250,000, OR NOT SUBJECT TOAN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER ACT (AND BASED UPON AN OPINION OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) COUNSEL ACCEPTABLE TO THE COMPANY, THE PARENT ) OR ANY SUBSIDIARY THEREOF, (BG) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST XXXXXX IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT, (C. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."](2) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED---------- 1 This paragraph should be included only if the Note is issued in global form. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings of the Articles and Sections of in this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of January 24, 2007 ISSUER: PILGRIM’S PRIDE CORPORATION By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Executive Vice President, Chief Financial Officer, Secretary and Treasurer TRUSTEE: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A [Names of Subsidiary GuarantorsFORM OF FACE OF NOTE] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYNo. $ CUSIP No. 721467 AE 8 7 5/8% Senior Note Due May 1, N.A.2015 Pilgrim’s Pride Corporation, as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYa Delaware corporation, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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, promises to pay to CEDE & CO., HAS AN INTEREST HEREINor registered assigns, the principal sum of [ ] Dollars ($ ) on May 1, 2015. Interest Payment Dates: May 1 and November 1. Record Dates: April 15 and October 15. Additional provisions of this Note are set forth on the other side of this Note. PILGRIM’S PRIDE CORPORATION By: Name: Title: Dated: January 24, 2007 TRUSTEE’S CERTIFICATE OF AUTHENTICATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as Trustee, certifies that this is one of the [Global] Notes referred to in the within mentioned Indenture. By: Authorized Signatory [GLOBAL NOTE LEGEND] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 3.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a3.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 3.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS THIS NOTE AND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933DEPOSITORY TRUST COMPANY, AS AMENDED A NEW YORK CORPORATION (THE "SECURITIES ACT"“DTC”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY AFFILIATE NOTE ISSUED IS REGISTERED IN THE NAME OF THE COMPANY WAS THE OWNER CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THIS NOTE DTC (AND THE GUARANTEES ENDORSED HEREON (ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG PERSON IS WRONGFUL INASMUCH AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")REGISTERED OWNER HEREOF, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDCEDE & CO., HAS AN INTEREST HEREIN. [FORM OF REVERSE SIDE OF NOTE] 7 5/8% Senior Notes Due May 1, 2015

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT Dated as of April 22, 2004 ISSUER: EXTENDICARE HEALTH SERVICES CORPSERVICES, INC. By: ----------------------------- :_________________________________________ Name: Mark W. Durishan Title: INSIGHT Vice President, Chxxx Xxxxxxxxx Officer and Treasurer GUARANTORS: EXTENDICARE HEALTH FACILITY HOLDINGS, INC. EXTENDICARE HEALTH FACILITIES, INC. NORTHERN HEALTH FACILITIES, INC. EXTENDICARE HOMES, INC. EXTENDICARE HEALTH NETWORK, INC. THE PROGRESSIVE STEP CORPORATION EXTENDICARE OF INDIANA, INC. EXTENDICARE GREAT TRAIL, INC. FIR LANE TERRACE CONVALESCENT CENTER, INC. ADULT SERVICES HOLDINGS CORPUNLIMITED, INC. ARBORS EAST, INC. ARBORS AT TOLEDO, INC. HEALTH POCONOS, INC. MARSHALL PROPERTIES, INC. By: ----------------------------- :_________________________________________ Name: Mark W. Durishan Title: [Names of Subsidiary Guarantors] Vice President, Chief Xxxxxxxxx Officer and Treasurer SIGNATURE PAGE TO INDENTURE INDIANA HEALTH AND REHABILITATION CENTERS PARTNERSHIP BY: EXTENDICARE HOMES, INC., AS GENERAL PARTNER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer BY: EXTENDICARE OF INDIANA, INC., AS GENERAL PARTNER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer CONCORDIA MANOR, LLC FIRST COAST HEALTH AND REHABILITATION CENTER, LLC JACKSON HEIGHTS REHABILITATION CENTER, LLC TREXXXXX XSLE CARE CENTER, LLC BY: EXTENDICARE HOMES, INC., AS SOLE MEMBER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer KAUFMAN STREET, WV, LLC NEW CASTLE CARE, LLC BY: FIR LANE TERRACE CONVALESCENT CENTER, INC., AS SOLE MEMBER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer SIGNATURE PAGE TO INDENTURE ALPINE HEALTH AND REHABILITATION CENTER, LLC COLONIAL CARE, LLC GREENBRIAR CARE, LLC GREENBROOK CARE, LLC HERITAGE CARE, LLC LADY LAKE CARE, LLC NEW HORIZON CARE, LLC NORTH REHABILITATION CARE, LLC PALM COURT CARE, LLC RICHEY MANOR, LLC ROCKLEDGE CARE, LLC SOUTH HERITAGE HEALTH AND REHABILITATION CENTER, LLC THE OAKS RESIDENTIAL AND REHABILITATION CENTER, LLC WINTER HAVEN HEALTH AND REHABILITATION CENTER, LLC BY: EXTENDICARE HEALTH FACILITIES, INC., AS SOLE MEMBER By:____________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer SIGNATURE PAGE TO INDENTURE ARBORS AT TAMPA, LLC ARBORS AT BAYONET POINT, LLC ARBORS AT FAIRLAWN CARE, LLC ARBORS AT FAIRLAWN REALTY OH, LLC ARBORS AT SYLVANIA CARE, LLC ARBORS AT SYLVANIA REALTY OH, LLC ARBORS WEST CARE, LLC ARBORS WEST REALTY OH, LLC COLUMBUS REHABILITATION REALTY OH, LLC JACKSONVILLE CARE, LLC SAFETY HARBOR CARE, LLC KISSIMMEE CARE, LLC ORANGE PARK CARE, LLC OREGON CARE, LLC PORT CHARLOTTE CARE, LLC SARASOTA CARE, LLC SEMINOLE CARE, LLC WINTER HAVEN CARE, LLC BLANCHESTER CARE, LLC CANTON CARE, LLC COLUMBUS REHABILITATION CARE, LLC DAYTON CARE, LLC DELAWARE CARE, LLC GALLIPOLIS CARE, LLC HILLIARD CARE, LLC LONDON CARE, LLC MARIETTA CARE, LLC ROCKMILL CARE, LLC ROCKSPRINGS CARE, LLC WATERVILLE CARE, LLC WOODSFIELD CARE, LLC BY: NORTHERN HEALTH FACILITIES, INC., AS SOLE MEMBER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer SIGNATURE PAGE TO INDENTURE 77 GREAT TRAIL CARE, LLC BY: EXTENDICARE GREAT TRAIL, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Presidexx - Xxxxxxxxxxx FISCAL SERVICES GROUP, LLC PARTNERS HEALTH GROUP, LLC STAR PURCHASING SERVICES, LLC BY: EXTENDICARE HEALTH NETWORK, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Presidexx - Xxxxxxxxxxx MILFORD CARE, LLC PRAIRIE VILLAGE CARE, LLC SCOTT VILLA CARE, LLC SWISS VILLA CARE, LLC VILLA PINES CARE, LLC BY: MARSHALL PROPERTIES, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Presidexx - Xxxxxxxxxxx SIGNATURE PAGE TO INDENTURE PARTNERS HEALTH GROUP - FLORIDA, LLC PARTNERS HEALTH GROUP - LOUISIANA, LLC PARTNERS HEALTH GROUP - TEXAS, LLC BY: PARTNERS HEALTH GROUP, LLC BY: EXTENDICARE HEALTH NETWORK, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Presidexx - Xxxxxxxxxxx SIGNATURE PAGE TO INDENTURE TRUSTEE: U.S. BANK, N.A. By: ----------------------------- ________________________________________________ Name: Steven J. Peterson Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: Assistant Vice Pxxxxxxxx SIGNATURE PAGE TO INDENTURE EXHIBIT A1 [A ================================================================================ (Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDCUSIP _____________

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES INSIGHT HEALTH SERVICES CORP. THE MISSISSIPPI BAND OF CHOCTAW INDIANS D/B/A CHOCTAW RESORT DEVELOPMENT ENTERPRISE By: ----------------------------- /s/ XXXXXXX XXXXXX ---------------------------------- Name: Xxxxxxx Xxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Chairman of the Board By: ----------------------------- /s/ XXXXXXXX XXX ---------------------------------- Name: Xxxxxxxx Xxx Title: [Names of Subsidiary Guarantors] Secretary-Treasurer THE MISSISSIPPI BAND OF CHOCTAW INDIANS (solely with respect to its obligations under Section 4.24 and Articles X and XI) By: ----------------------------- /s/ XXXXXXX XXXXXX ---------------------------------- Name: Xxxxxxx Xxxxxx Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee Tribal Chief By: ----------------------------- /s/ XXXXXXXX XXX ---------------------------------- Name: Xxxxxxxx Xxx Title: Secretary-Treasurer FIRSTAR BANK, N.A. By: /s/ XXXXX XXXXXX ---------------------------------- Name: Xxxxx Xxxxxx Title: Vice President 101 EXHIBIT A1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 2.08 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYENTERPRISE. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR AND THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS EXEMPT FROM, OR NOT SUBJECT TO, HEREBY NOTIFIED THAT THE REGISTRATION REQUIREMENTS SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACTACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF SECURITY EVIDENCED HEREBY AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO FOR THE DATE WHICH IS TWO YEARS AFTER THE LATER BENEFIT OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE MISSISSIPPI BAND OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) CHOCTAW INDIANS D/B/A CHOCTAW RESORT DEVELOPMENT ENTERPRISE (THE "RESALE RESTRICTION TERMINATION DATEENTERPRISE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDTHAT

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 122 SIGNATURES INSIGHT HEALTH SERVICES CORPCONTINENTAL RESOURCES, INC. By: ----------------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND Senior Vice President, Chief Financial Officer and Treasurer WILMINGTON TRUST COMPANY, N.A.FSB, as Trustee By: ----------------------------- /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President BANNER PIPELINE COMPANY, L.L.C.,as Initial Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Manager EXHIBIT A1 A-1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY ISSUER WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 1/8% Senior Notes due 2021 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on April 1, 2021.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 74 SIGNATURES INSIGHT HEALTH SERVICES Dated as of November 25, 1998 SFX ENTERTAINMENT, INC. BGP ACQUISITION, L.L.C. By: SFX ENTERTAINMENT, INC., as managing member SFX NETWORK GROUP, L.L.C. By: SFX ENTERTAINMENT, INC., as managing member WESTBURY MUSIC FAIR, L.L.C. By: SFX ENTERTAINMENT, INC., as managing member By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Xxxxxx X. Xxxxx Title: General Counsel, Executive Vice President And Secretary AKG, INC. AMERICAN ARTISTS, INC. AMERICAN ARTISTS LIMITED, INC. AMPHITHEATER ENTERTAINMENT PARTNERSHIP By: SM/PACE, INC., as general partner ANT THEATRICAL PRODUCTIONS, INC. ARDEE FESTIVALS N.J. INC. Indenture signature page - 1 ARDEE PRODUCTIONS, LTD. ATLANTA CONCERTS, INC. XXXXXX & XXXX, INC. AVALON ACQUISITION CORP. BEACH CONCERTS, INC. BG PRESENTS, INC. XXXX XXXXXX ENTERPRISES, INC. XXXX XXXXXX MANAGEMENT, INC. XXXX XXXXXX PRESENTS, INC. BOSTON PLAYHOUSE REALTY, INC. BOYLSTON STREET THEATRE CORP. BROADWAY CONCERTS, INC. BROADWAY SERIES ASSOCIATES, INC. BROADWAY SERIES MANAGEMENT GROUP, INC. CAMARILLO AMPHITHEATER MANAGING PARTNERS, INC. Indenture signature page - 2 CHEVA TOURING COMPANY By: MAGICWORKS ENTERTAINMENT INCORPORATED, as a majority holder CONCERTS, INC. CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION CONNECTICUT CONCERTS INCORPORATED CONNECTICUT PERFORMING ARTS, INC. CONN TICKETING COMPANY By: NORTHEAST TICKETING COMPANY and SOUTHEAST TICKETING COMPANY, as general partners CONTEMPORARY GROUP ACQUISITION CORP. CONTEMPORARY GROUP, INC. CONTEMPORARY MARKETING, INC. CONTEMPORARY PRODUCTIONS INCORPORATED CONTEMPORARY SPORTS INCORPORATED XXXXXX AND XXXXXX MANAGEMENT CO. DEER CREEK AMPHITHEATER CONCERTS, INC. DEER CREEK AMPHITHEATER CONCERTS, L.P. By: DEER CREEK AMPHITHEATER CONCERTS, INC., as general partner DELSENER/XXXXXX ENTERPRISES, LTD. XXXXXXXX-XXXXXX, INC. XXXXXXXX-XXXXXX PROMOTIONS, INC. DLC CORP. DUMB DEAL, INC. EAGLE EYE ENTERTAINMENT INC. EAGLE EYE ENTERTAINMENT USA INC. EMI ACQUISITION SUB, INC. ENTERTAINMENT PERFORMING ARTS, INC. EVENT MERCHANDISING INC. EXIT 116 REVISITED, INC. XXXX ASSOCIATES MANAGEMENT ENTERPRISES, INC. FESTIVAL PRODUCTIONS, INC. FILLMORE CORPORATION FILLMORE FINGERS, INC. GERSHWINS' FASCINATING RHYTHM By: MAGICWORKS ENTERTAINMENT INCORPORATED, as a majority holder GSAC PARTNERS By: SM/PACE INC., as the parent corporation of the general partner HIGH COTTON, INC. IN HOUSE TICKETS, INC. XXXXXX XXXXXXX AMPHITHEATER By: AVALON ACQUISITION CORP., as general partner JEFKO TOURING COMPANY By: MAGICWORKS ENTERTAINMENT INCORPORATED, as a majority holder MAGICWORKS CONCERTS, INC. MAGICWORKS ENTERTAINMENT INCORPORATED MAGICWORKS ENTERTAINMENT INTERNATIONAL, INC. MAGICWORKS EXHIBITIONS, INC. MAGICWORKS EXHIBITIONS JOINT VENTURE By: MAGICWORKS ENTERTAINMENT INCORPORATED, as a majority holder MAGICWORKS FASHION MANAGEMENT, INC. MAGICWORKS MERCHANDISING, INC. MAGICWORKS SPORTS MANAGEMENT, INC. MAGICWORKS THEATRICALS, INC. MAGICWORKS TRANSPORTATION, INC. MAGICWORKS WEST, INC. MELODY TENT AND AMPHITHEATER, INC. MURAT CENTER CONCERTS, INC. MURAT CENTER CONCERTS, L.P. By: MURAT CENTER CONCERTS, INC., as general partner NEW AVALON, INC. NOC, INC. NORTHEAST TICKETING COMPANY OAKDALE THEATER CONCERTS, INC. OLD PCI, INC. PACE AEP ACQUISITION, INC. PACE AMPHITHEATER MANAGEMENT, INC. PACE AMPHITHEATERS, INC. PACE BAYOU PLACE, INC. PACE COMMUNICATIONS, INC. PACE CONCERTS, LTD. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORPPACE CONCERTS GP, INC., as general partner PACE CONCERTS GP, INC. PACE ENTERTAINMENT CORPORATION PACE ENTERTAINMENT GROUP, LTD. By: ----------------------------- PACE ENTERTAINMENT GP CORP., as general partner PACE ENTERTAINMENT GP CORP. XXXX XXXXXX KEYNES, INC. PACE MOTOR SPORTS, INC. PACE MUSIC GROUP, INC. PACE PRODUCTIONS, INC. PACE THEATRICAL GROUP, INC. PACE TOURING, INC. PACE U.K. HOLDING CORPORATION PAVILION PARTNERS By: SM/PACE, INC., as managing partner PEC, INC. PERFORMING ARTS MANAGEMENT OF NORTH MIAMI, INC. POLARIS AMPHITHEATER CONCERTS, INC. PTG-FLORIDA, INC. QN CORP. RUGRATS AMERICAN TOUR, LTD. By: PACE VARIETY ENTERTAINMENT, INC., as general partner SFX ACQUISITION CORP. SFX BROADCASTING OF THE MIDWEST, INC. SFX CONCERTS, INC. SFX DELAWARE, INC. SFX RADIO NETWORK, INC. SFX SPORTS GROUP, INC. SFX TOURING, INC. XXXXXX XXXXXXX, INC. SHORELINE AMPHITHEATRE, LTD. SHORELINE AMPHITHEATRE PARTNERS By: SHORELINE AMPHITHEATRE, LTD., as general partner SM/PACE, INC. SOUTHEAST TICKETING COMPANY SOUTHERN PROMOTIONS, INC. STEP ENTERTAINMENT SERVICES INC. SUNSHINE CONCERTS, L.L.C. By: SFX BROADCASTING OF THE MIDWEST, INC., as the sole member SUNSHINE DESIGNS, INC. SUNSHINE DESIGNS, L.P. By: SUNSHINE DESIGNS, INC., as general partner SUNTEX ACQUISITION, INC. SUNTEX ACQUISITION, L.P. By: SUNTEX ACQUISITION, INC., as general partner TAP PRODUCTIONS, INC. TBA MEDIA, INC. THE ALBUM NETWORK, INC. THE GIN GAME TOURING COMPANY By: MAGICWORKS ENTERTAINMENT INCORPORATED, as a majority holder INTERNATIONAL MUSIC (CANADA) INC. THE WEDDING TOUR COMPANY TICKET SERVICE, INC. CONCERT PRODUCTIONS (UK) LIMITED INTERNATIONAL MUSIC (USA) INC. INTERNATIONAL MUSIC LTD. INTERNATIONAL MUSIC TOUR I LTD. INTERNATIONAL MUSIC TOUR II LTD. INTERNATIONAL MUSIC TOUR I (USA) INC. INTERNATIONAL MUSIC TOUR II (USA) INC. TOURING ARTISTS GROUP, INC. (FL) TOURING PRODUCTIONS, INC. TREMONT STREET THEATRE CORPORATION II, INC. TUNEFUL COMPANY, INC. WARRENTON STREET THEATRE CORP. WEST COAST AMPHITHEATER CORP. WESTERN AMPHITHEATER PARTNERS By: PAVILION PARTNERS, as general partner and SM/PACE, INC., as general partner of PAVILION PARTNERS WOLFGANG RECORDS By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: [Names of Subsidiary Guarantors] Executive Vice President AMERICAN BROADWAY, INC. CONCERT PRODUCTIONS INTERNATIONAL B.V. CONNECTICUT PERFORMING ARTS PARTNERS By: ----------------------------- CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION and NOC, INC., as general partners FINANCIAL ADVISORY MANAGEMENT ENTERPRISES, INC. IRVING PLAZA CONCERTS, INC. MAGICWORKS ENTERTAINMENT ASIA LIMITED MARCO ENTERTAINMENT, INC. PACE U.K. PACE VARIETY ENTERTAINMENT, INC. TOURING ARTISTS GROUP, INC. (OH) By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Xxxxxx X. Xxxxx Title: STATE STREET Authorized Agent THE CHASE MANHATTAN BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- /s/ Xxxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxxx Xxxxxxxx Title: Assistant Vice President EXHIBIT A1 [(Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 127 SIGNATURES INSIGHT HEALTH SERVICES CORP. Company: XXXXXXXX PETROLEUM CORPORATION By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] ByTrustee: ----------------------------- Name: Title: STATE STREET U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- ___________________ Name: Xxxxx X. Xxxxx Title: Vice President EXHIBIT A1 A [Face of Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 TRANSFER PROVISIONS OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS IN THE CASE OF RULE 144A NOTES OR INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY ISSUER WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.1 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]2 1 For Restricted Note. 2 Temporary Regulation S Legend, if applicable. CUSIP:________ No. _________ Principal Amount: $ __________ XXXXXXXX PETROLEUM CORPORATION 8.00 % Second Lien Senior Secured Notes due 2018 Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to _______________, or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS [(or such other amount as may be set forth on the attached Schedule of Exchanges of Interests)] on March [15], 2018; provided that if the aggregate principal amount of outstanding Senior Convertible Notes on August 1, 2017 is more than $25.0 million then such payment shall be due on September 1, 2017. Interest Payment Dates: [March 15] and [September 15] of each year, commencing [September 15, 2015]. Regular Record Dates: [March 1] and [September 1] of each year. Reference is hereby made to the further provisions of this Note set forth on the reverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture Indenture, and shall in no way modify or restrict any of the terms or provisions hereofof this Indenture. SIGNATURES INSIGHT HEALTH SERVICES CORPTHE COMPANY: YOUNG BROADCASTING INC. By: ----------------------------- Name: Xxxxx X. Xxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORPExecutive Vice President and Chief Financial Officer THE INITIAL GUARANTORS: YOUNG BROADCASTING OF ALBANY, INC. YOUNG BROADCASTING OF LANSING, INC. WINNEBAGO TELEVISION CORPORATION YOUNG BROADCASTING OF NASHVILLE, INC. YBT, INC. YOUNG BROADCASTING OF LOUISIANA, INC. LAT, INC. YOUNG BROADCASTING OF RICHMOND, INC. YOUNG BROADCASTING OF GREEN BAY, INC. YOUNG BROADCASTING OF KNOXVILLE, INC. YBK, INC. YOUNG BROADCASTING OF XXXXXXXXX, INC. YOUNG BROADCASTING OF SIOUX FALLS, INC. YOUNG BROADCASTING OF RAPID CITY, INC. YOUNG BROADCASTING OF SAN FRANCISCO, INC. HONEY BUCKET FILMS, INC. XXXX XXXXX INC. By: ----------------------------- Name: Xxxxx X. Xxxxxx Title: [Names of Subsidiary Guarantors] Executive Vice President and Chief Financial Officer WKRN, G.P. By: ----------------------------- Young Broadcasting of Nashville, Inc., Managing Partner By: Name: Xxxxx X. Xxxxxx Title: STATE STREET BANK AND TRUST COMPANYExecutive Vice President and Chief Financial Officer KLFY, N.A.L.P. By: Young Broadcasting of Louisiana, Inc., General Partner By: Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer WATE, G.P. By: Young Broadcasting of Knoxville, Inc., Managing Partner By: Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 A-1 [Face of NoteFORM OF SERIES A NOTE] SERIES A NOTE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO YOUNG BROADCASTING INC. (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “ACCREDITED INVESTOR”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U. S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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, 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTEFace of Note) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFYOUNG BROADCASTING INC. 8 3/4% Senior Subordinated Note due 2014 No. $ CUSIP No. Young Broadcasting Inc., AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT a Delaware corporation (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"hereinafter called the “Company,” which term includes any successor entity under the Indenture hereinafter referred to), OR ANY STATE SECURITIES LAWSfor value received, hereby promises to pay to or registered assigns, the principal sum of Dollars on January 15, 2014. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDInterest Payment Dates: January 15 and July 15, SOLDcommencing July 15, ASSIGNED2004 Record Dates: January 1 and July 1 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDwhich further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] SIGNATURES INSIGHT HEALTH SERVICES CORPSTERLING CHEMICALS, INC. By: ----------------------------- :____________________________ Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORPSTERLING CHEMICALS ENERGY, INC. By: ----------------------------- :____________________________ Name: Title: [Names of Subsidiary Guarantors] NATIONAL CITY BANK By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- :____________________________ Name: Title: EXHIBIT A1 A FORM OF NOTE [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. 10% Senior Secured Notes due 200[7] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDCapitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPSTERLING CHEMICALS, INC. By: ----------------------------- ____________________________ Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORPSTERLING CHEMICALS ENERGY, INC. By: ----------------------------- ____________________________ Name: Title: [Names of Subsidiary Guarantors] NATIONAL CITY BANK By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- ____________________________ Name: Title: EXHIBIT A1 A FORM OF NOTE [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. 10% Senior Secured Notes due 200[7] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDCapitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. XXXXXXX EXPLORATION COMPANY, a Delaware corporation By: ----------------------------- /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Executive Vice President and Chief Financial Officer XXXXXXX, INC., a Nevada corporation By: ----------------------------- /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: [Names of Subsidiary Guarantors] Executive Vice President and Chief Financial Officer XXXXXXX OIL & GAS, L.P., a Delaware limited partnership By: ----------------------------- XXXXXXX, INC., Its managing general partner By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: STATE STREET BANK AND TRUST COMPANYExecutive Vice President and Chief Financial Officer XXXXX FARGO BANK, N.A., as Trustee By: ----------------------------- /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. COMPANY.]1 [THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS. NEITHER AND THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS EXEMPT FROM, OR NOT SUBJECT TO, HEREBY NOTIFIED THAT THE REGISTRATION REQUIREMENTS SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACTACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AND AGREES FOR THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE BENEFIT OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE COMPANY, SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE PARENT OR ANY SUBSIDIARY THEREOFSECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (BII) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES 1 Global Notes only. ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (CI) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]2 [THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO RULE 144A AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT ACT.]3 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDAS DEFINED HEREIN).]4 2 144A Notes only. 3 Regulation S Notes only. 4 Temporary Regulation S Notes only. CUSIP [______] No. _____ $ _____ XXXXXXX EXPLORATION COMPANY

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES AVANTOR FUNDING, INC., as Issuer By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President – Global Taxation VAIL HOLDCO SUB LLC, as Holdings By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President APPLIED SILICONE COMPANY, LLC AVANTOR FLUID HANDLING, LLC AVANTOR PERFORMANCE MATERIALS INTERNATIONAL, LLC AVANTOR PERFORMANCE MATERIALS, LLC EPL PATHOLOGY ARCHIVES, LLC XXXXXXXXX-XXXXXX, LLC NUSIL ACQUISITION CORP. NUSIL INVESTMENTS LLC NUSIL TECHNOLOGY LLC PURITAN PRODUCTS, INC. RELIABLE BIOPHARMACEUTICAL, LLC SITECH NUSIL, LLC THERAPAK, LLC VWR CHEMICALS, LLC VWR CORPORATION VWR FUNDING, INC. VWR GLOBAL HOLDINGS, INC. VWR INTERNATIONAL, LLC VWR INTERNATIONAL HOLDINGS, INC. VWR MANAGEMENT SERVICES LLC By: ----------------------------- /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Vice President THE BANK AND OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: ----------------------------- /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President [Face of Dollar Note] [Insert the Dollar Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: [ ] ISIN: [ ]1 [RULE 144A][REGULATION S] GLOBAL NOTE 4.625% Senior Notes due 2028 No. [$ ] AVANTOR FUNDING, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on July 15, 2028. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 1 Rule 144A Note CUSIP: 05352T AA7 Rule 144A Note ISIN: US05352TAA79 Regulation S Note CUSIP: U05247 AA6 Regulation S Note ISIN: USU05247AA60 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: AVANTOR FUNDING, INC. By: Name: Title: EXHIBIT A1 This is one of the Notes referred to in the within-mentioned Indenture: Dated: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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 & CO4.625% Senior Notes due 2028 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 57 SIGNATURES INSIGHT HEALTH SERVICES ADVANCED RADIO TELECOM CORP. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET THE BANK AND TRUST COMPANY, N.A.OF NEW YORK, as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 [A (Face of Note] UNLESS ) THE NOTES EVIDENCED BY THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WERE ORIGINALLY ISSUED IN UNITS WITH WARRANTS OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION . EACH UNIT CONSISTS 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT $1,000 PRINCIPAL AMOUNT OF THE BENEFICIAL OWNERS HEREOFNOTES AND 15 WARRANTS, AND IS NOT TRANSFERABLE EACH WARRANT REPRESENTING THE RIGHT TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT PURCHASE 1.349 SHARES OF COMMON STOCK. UNTIL THE EARLIEST OF (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE________, 1997, (II) THIS GLOBAL NOTE MAY BE EXCHANGED A CHANGE IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) CONTROL OF THE INDENTURE, COMPANY AND (III) THIS GLOBAL NOTE MAY BE DELIVERED TO SUCH DATE AS THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 UNDERWRITERS OF THE INDENTURE AND (IV) UNIT OFFERING MAY, IN THEIR DISCRETION, DEEM APPROPRIATE, THE NOTES EVIDENCED BY THIS GLOBAL NOTE CERTIFICATE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY ONLY IN INTEGRAL MULTIPLES OF $1,000 PRINCIPAL AMOUNT OF NOTES AND ONLY WITH THE PRIOR WRITTEN CONSENT SIMULTANEOUS TRANSFER TO THE TRANSFEREE OF 15 WARRANTS FOR EACH $1,000 PRINCIPAL AMOUNT OF NOTES SO TRANSFERRED. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE COMPANY. INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $______, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $________, THE ISSUE DATE IS ________, 1997 AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933YIELD TO MATURITY IS ____% PER ANNUM. __% Senior Note due 2007 No. _______ $__________ CUSIP NO. 00754U AA 9 Advanced Radio Telecom Corp. promises to pay to _______________________________ or its registered assigns the principal sum of _________________________ Dollars on _______, AS AMENDED 2007. Interest Payment Dates: __________ and ________, commencing __________, 1997. Record Dates: __________ and _________ (THE "SECURITIES ACT"whether or not a Business Day), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTADVANCED RADIO TELECOM CORP. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDBy: ------------------------------------- Name: Title:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 122 SIGNATURES INSIGHT HEALTH SERVICES CORPCONTINENTAL RESOURCES, INC. By: ----------------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND Senior Vice President, Chief Financial Officer and Treasurer WILMINGTON TRUST COMPANY, N.A.FSB, as Trustee By: ----------------------------- /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: EXHIBIT A1 Vice President BANNER PIPELINE COMPANY, L.L.C., as Initial Guarantor BY: Continental Resources, Inc., the Sole Member By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President, Chief Financial Officer and Treasurer [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY ISSUER WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 3/8% Senior Notes due 2020 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on October 1, 2020. Interest Payment Dates: April 1 and October 1 of each year, commencing October 1, 2010. Regular Record Dates: March 15 and September 15 of each year. Reference is hereby made to the further provisions of this Note set forth on the reverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated April 13, 2007 COMPANY: XINYUAN REAL ESTATE CO., LTD. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORPGUARANTOR: XINYUAN REAL ESTATE LTD. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE TRUSTEE: THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as Trustee and the Agents By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE EXHIBIT A1 [A (Face of Note) [GLOBAL NOTE LEGEND] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYEUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), A NEW YORK CORPORATION OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME ("DTC"“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. ITS AUTHORIZED NOMINEE OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO CEDE & CO. ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCEUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE DEPOSITARY RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [REGULATION S LEGEND] UNTIL 40 DAYS AFTER THE LATER OF THE DAY ON WHICH THE NOTES ARE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S, AS DEFINED BELOW) AND THE DATE OF THE CLOSING OF THE OFFERING OF THE NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“U.S. SECURITIES ACT"), ”) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A OR ANOTHER APPLICABLE EXEMPTION THEREUNDER. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR OTHER SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS 40 DAYS AFTER THE LATER OF THE DATE OF THE COMMENCEMENT OF THE OFFERING AND THE DATE OF ORIGINAL ISSUANCE (OR OF ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY EXCEPT (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE, THE REGISTRAR AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, THE TRUSTEE, THE REGISTRAR AND THE TRANSFER AGENT IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S. THIS NOTE MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER THE LATER OF THE DATE OF THE COMMENCEMENT OF THE OFFERING AND THE DATE OF ORIGINAL ISSUANCE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) OR ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT. [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]1 1 To be added to Definitive Notes only. GUARANTEED SENIOR SECURED FLOATING RATE NOTES DUE 2010 ISIN: XS0294703086 Common Code: 029470308 No. $ XINYUAN REAL ESTATE CO., LTD. promises to pay to HSBC Nominees (Hong Kong) Limited, or registered assigns, as common depositary for Clearstream Banking, societe anonyme (“Clearstream”) and/or Euroclear Bank S.A./N.V. (“Euroclear”), or registered assigns, on April 15, 2010, the principal sum of SEVENTY-FIVE MILLION Dollars ($75,000,000.—) [, or such greater or lesser principal amount at the Stated Maturity hereof as is indicated in the records of the Registrar and the Common Depositary]2 if a Qualifying IPO has occurred on or before such date, or, if no Qualifying IPO has occurred on or before such date, 112% of such amount. Interest Payment Dates: April 15 October 15 Record Dates: April 1 October 1 Dated: April 13, 2007. 2 To be added to Global Notes only.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 129 SIGNATURES INSIGHT HEALTH SERVICES CORPHELIX ENERGY SOLUTIONS GROUP, INC. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYWXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- Name: Title: CANYON OFFSHORE, INC. By: Name: Title: CANYON OFFSHORE INTERNATIONAL CORP. By: Name: Title: 130 ENERGY RESOURCE TECHNOLOGY GOM, INC. By: Name: Title: CKB PETROLEUM, INC. By: Name: Title: CKB & ASSOCIATES, INC. By: Name: Title: BOX BROTHERS REALTY INVESTMENTS COMPANY By: Name: Title: CB FARMS, INC. By: Name: Title: 131 BOX RESOURCES, INC. By: Name: Title: WELL OPS, INC. By: Name: Title: 132 HELIX VESSEL HOLDINGS LLC By: Name: Title: NEPTUNE VESSEL HOLDINGS LLC By: Name: Title: VULCAN MARINE HOLDINGS LLC By: Name: Title: VULCAN MARINE TECHNOLOGY LLC By: Name: Title: HELIX INGLESIDE LLC By: Name: Title: 133 HELIX OIL & GAS, INC. By: Name: Title: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Name: Title: EXHIBIT A1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF AGREES HEREOF, (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; (2) AXXXXX XX X0-0 ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DATE DAY ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY WAS ISSUER WERE THE OWNER OWNERS OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONNOTE) (THE "“RESALE RESTRICTION TERMINATION DATE") ONLY ”), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDQUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE, THE REGISTRAR AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. No. [ ] CUSIP: [ ] Principal Amount: $[ ] A1-2 HELIX ENERGY SOLUTIONS GROUP, INC.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 122 SIGNATURES INSIGHT HEALTH SERVICES CORPCONTINENTAL RESOURCES, INC. By: ----------------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND Senior Vice President, Chief Financial Officer and Treasurer WILMINGTON TRUST COMPANY, N.A.FSB, as Trustee By: ----------------------------- /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: EXHIBIT A1 Vice President BANNER PIPELINE COMPANY, L.L.C., as Initial Guarantor BY: Continental Resources, Inc., the Sole Member By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President, Chief Financial Officer and Treasurer [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY ISSUER WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 8.25% Senior Notes due 2019 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on October 1, 2019. Interest Payment Dates: April 1 and October 1 of each year, commencing April 1, 2010. Regular Record Dates: March 15 and September 15 of each year. Reference is hereby made to the further provisions of this Note set forth on the reverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Table, and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of June 29, 2001 NATIONAL RESTAURANT ENTERPRISES HOLDINGS, INC. By: ----------------------------- /s/ X. Xxxxxxx Xxxxxx ------------------------------- Name: X. Xxxxxxx Xxxxxx Title: Vice President Dated as of June 29, 2001 STATE STREET BANK AND TRUST COMPANY as Trustee By: /s/ Xxxxxx X. Xxxxxxx -------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Assistant Vice President EXHIBIT A (Face of Senior PIK Note) 13% Senior PIK Note due 2008 No. $__________ CUSIP No. NATIONAL RESTAURANT ENTERPRISES HOLDINGS, INC. promises to pay to or registered assigns, the principal sum of Dollars on May 15, 2008. Interest Payment Dates: May 15 and November 15. Record Dates: May 1 and November 1. Dated: __________ __, 2001 NATIONAL RESTAURANT ENTERPRISES HOLDINGS, INC. By:____________________________________ Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: Trustee's Certificate of Authentication Dated:_________________________________ This is one of the [Names of Subsidiary GuarantorsGlobal] By: ----------------------------- Name: TitleSenior PIK Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY, N.A., COMPANY as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 :____________________________________ (Authorized Signatory) [Face Unless and until it is exchanged in whole or in part for Senior PIK Notes in definitive form, this Senior PIK Note may not be transferred except as a whole by the Depositary to a nominee of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYthe Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary of any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depositary Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this Certificate is presented by an authorized representative of The Depositary Trust Company (00 Xxxxx Xxxxxx, A NEW YORK CORPORATION Xxx Xxxx, Xxx Xxxx) ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or --- its agent for registration of the transfer, EXCHANGEexchange or payment, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 or such other name as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]/1/ THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY SECURITY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN CUSTODY FOR THE BENEFIT A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 1933 ("THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR AND THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN SECURITY ------------------- EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT ( A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION IS EXEMPT FROMMEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR NOT SUBJECT TO, (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES COMPANY SO REQUESTS), (2) TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE SECURITIES ACTUNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (CA) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDABOVE.

Table of Contents, Headings, etc. The Table table of Contentscontents, Cross-Reference Table crossreference sheet and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated: ______________, 1997 VALLEY RESOURCES, INC. ("Corporation") (SEAL) By: ----------------------------- Name_________________________ Its: TitlePresident and Chief Executive Officer Attest: INSIGHT HEALTH SERVICES HOLDINGS CORP. _________________________ Its: Corporate Secretary Dated: ______________, 1997 _____________________________ ("Trustee") (SEAL) By: ----------------------------- Name_________________________ Its: TitleTrust Officer Attest: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK _________________________ FORM OF GLOBAL SECURITY EXHIBIT A THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 [Face of Note] UNLESS IS REGISTERED IN THE NAME OF A DEPOSITORY OR NOMINEE OF A DEPOSITORY. THIS CERTIFICATE GLOBAL SECURITY IS PRESENTED EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY AN AUTHORIZED REPRESENTATIVE THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANYOR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY. Unless this certificate is presented by an authorized representative of The Depository Trust Company, A NEW YORK CORPORATION a New York corporation ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERto Valley Resources, EXCHANGEInc., OR PAYMENTa Rhode Island corporation, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 HEREOFinasmuch as the registered owner hereof, Cede & Co., has an interest herein. VALLEY RESOURCES, INC. _____% Debenture Due September 1, 2027 $7,000,000 No._______________________ CUSIP No. ______________ VALLEY RESOURCES, INC., a Rhode Island corporation, for value received, hereby promises to pay to CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFor registered assigns, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTUREthe principal sum of SEVEN MILLION DOLLARS on _______, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE2027, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDand to pay interest on said principal sum at the rate of ____% per annum calculated on the basis of a 360day year of twelve 30day months.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP105 In witness whereof, the parties hereto have caused this Supplemental Indenture to be executed by their duly authorized representatives, effective as of the day and year first above written. SM ENERGY COMPANY By: ----------------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Executive Vice President, General Counsel and Corporate Secretary U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 3.06 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a3.06(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 3.10 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER DEPOSITARY TO A NOMINEE OF THE SECURITIES ACT DEPOSITARY OR BY A NOMINEE OF 1933, AS AMENDED (THE "SECURITIES ACT"), DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE A NOMINEE OF SUCH REGISTRATION OR SUCCESSOR DEPOSITARY. UNLESS SUCH TRANSACTION THIS CERTIFICATE IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFERDEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, SELL OR OTHERWISE TRANSFER SUCH SECURITYXXX XXXX, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONXXX XXXX) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"“DTC”), TO A THE ISSUERS OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of July 11, 1997 NEBCO EVANX XXXDING COMPANY By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- _______________________________ Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A.as Trustee By: _______________________________ Name: Title: 75 EXHIBIT A (Face of Senior Discount Note) 12 3/8% Senior Discount Notes due 2007 No. ___ $_____________ CUSIP NO. 639500XX0 NEBCO EVANX XXXDING COMPANY promises to pay to ___________________ or registered assigns, the principal sum of ____________ Dollars on July 15, 2007. Interest Payment Dates: July 15 and January 15 Record Dates: July 1 and January 1 NEBCO EVANX XXXDING COMPANY By: _______________________________ Name: Title: This is one of the Senior Discount Notes referred to in the within-mentioned Indenture: Dated: ____________ STATE STREET BANK AND TRUST COMPANY, as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 _______________________________ (Back of Senior Discount Note) 12 3/8% Senior Discount Notes due 2007 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION SECURITY ("DTC"), TO ISSUER OR ITS AGENT FOR PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES SECTXXX 0 XX XXX XXXXXX XXXXXX XXXURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR AND THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF NEHC THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF THE SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(l), (2), (3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR"), THAT PRIOR TO SUCH TRANSFER, FURNISHED THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS EXEMPT FROMIN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO NEHC THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR NOT SUBJECT TO, (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ACT (AND, IN THE HOLDER CASE OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFERCLAUSE (b), SELL OR OTHERWISE TRANSFER SUCH SECURITY(c), PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER (d) or (e), BASED UPON AN OPINION OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON COUNSEL IF NEHC SO REQUESTS), (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A2) TO THE COMPANY, THE PARENT NEHC OR ANY SUBSIDIARY THEREOF, (B3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE SECURITIES ACTUNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (CA) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDABOVE.]2

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 116 SIGNATURES INSIGHT HEALTH SERVICES CORP. SM ENERGY COMPANY By: ----------------------------- /s/ A. XXXX XXXXXXX Name: A. Xxxx Xxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Executive Vice President and Chief Financial Officer U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ XXXXXX X. RICHELMY Name: Xxxxxx X. Richelmy Title: Assistant Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTUREINDENTURE (AS DEFINED HEREIN), (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, TO THE REGISTRATION REQUIREMENTS OF OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON NOTE, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS ONE YEAR AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONNOTE) (THE "“RESALE RESTRICTION TERMINATION DATE") ONLY ”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY, THE PARENT COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("“RULE 144A"”), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).](1) CUSIP: No. Principal Amount: $

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 122 SIGNATURES INSIGHT HEALTH SERVICES CORPCONTINENTAL RESOURCES, INC. By: ----------------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND Senior Vice President, Chief Financial Officer and Treasurer WILMINGTON TRUST COMPANY, N.A.FSB, as Trustee By: ----------------------------- /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President BANNER PIPELINE COMPANY, L.L.C., as Initial Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Manager EXHIBIT A1 A-1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY ISSUER WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 1/8% Senior Notes due 2021 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on April 1, 2021. Interest Payment Dates: April 1 and October 1 of each year, commencing April 1, 2011. Regular Record Dates: March 15 and September 15 of each year. Reference is hereby made to the further provisions of this Note set forth on the reverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 116 SIGNATURES INSIGHT HEALTH SERVICES CORP. SM ENERGY COMPANY By: ----------------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Executive Vice President, General Counsel and Corporate Secretary U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxx X. Richelmy Name: Xxxxxx X. Richelmy Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTUREINDENTURE (AS DEFINED HEREIN), (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, TO THE REGISTRATION REQUIREMENTS OF OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON NOTE, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS ONE YEAR AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONNOTE) (THE "“RESALE RESTRICTION TERMINATION DATE") ONLY ”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY, THE PARENT COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("“RULE 144A"”), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).](1) CUSIP: No. Principal Amount: $

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not and shall not, for any reason, be deemed to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. SPECIALTY RETAILERS, INC., as Issuer By: ----------------------------- /S/ JAMES MARCUM Name: James Marxxx Title:Executive Xxxx Xxxxxxent & Chief Financial Officer Attest: INSIGHT HEALTH SERVICES HOLDINGS CORP. /S/ MARK HESS Name: Mark Hess Title:Vice President, Financial Planning STAGE STORES, INC., as Guarantor By: ----------------------------- /S/ JAMES MARCUM Name: James Marxxx Title:Executive Xxxx Xxxxxxent & Chief Financial Officer Attest: [Names of Subsidiary Guarantors] By: ----------------------------- /S/ MARK HESS Name: Mark Hess Title: :Vice President, Financial Planning STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- /S/ JILL OLSON Name: Jill Olson Title:Assistant Vxxx Xxxxxxent Attest: /S/ JACQUELINE RIVERA Name: Jacqueline A. Rivera Title:Assistant Secretary EXHIBIT A1 A [Face of NoteFORM OF FACE OF NOTE] SPECIALTY RETAILERS, INC. [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO ISSUER SRI OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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, 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE DEPOSITARY (AS DEFINED RESTRICTIONS SET FORTH IN THE INDENTURE GOVERNING REFERRED TO ON THE REVERSE HEREOF.* [Restricted Notes Legend] "THIS NOTE) NOTE (OR ITS NOMINEE PREDECESSOR) WAS ORIGINALLY ISSUED IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY AND UNDER APPLICABLE STATE SECURITIES LAWS. NEITHER , AND THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS EXEMPT FROM, OR NOT SUBJECT TO, HEREBY NOTIFIED THAT THE REGISTRATION REQUIREMENTS SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACTACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AND AGREES FOR THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER BENEFIT OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY SRI THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) TO A PERSON WHOM THE COMPANY, SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE PARENT OR ANY SUBSIDIARY THEREOFSECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (Bii) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT -------- * This legend should only be added if the Note is issued in global form. TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (Ci) FOR SO LONG AS THROUGH (iv) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE NOTES ARE ELIGIBLE FOR UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE PURSUANT RESTRICTIONS REFERRED TO RULE 144A UNDER THE SECURITIES ACT IN ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDA) ABOVE." No. Principal Amount $ CUSIP No. 847514AJ5

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 116 SIGNATURES INSIGHT HEALTH SERVICES CORP. Company: XXXXXXXX PETROLEUM CORPORATION By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Senior Vice President, General Counsel and Corporate Secretary Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: [Names of Subsidiary Guarantors] BySenior Vice President, General Counsel and Corporate Secretary Trustee: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYXXXXX FARGO BANK, N.A.National Association, as Trustee By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 TRANSFER PROVISIONS OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS IN THE CASE OF RULE 144A NOTES OR INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY ISSUER WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.1 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]2 1 For Restricted Note. 2 Temporary Regulation S Legend, if applicable. CUSIP: No. Principal Amount: $ XXXXXXXX PETROLEUM CORPORATION

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of ______________ __, 2001 ENVIROSOURCE, INC. By: ----------------------------- ___________________________ Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Attest: ___________________________________ Dated as of ______________ __, 2001 UNITED STATES TRUST COMPANY OF NEW YORK as Trustee By: ----------------------------- ____________________________ Name: Title: [Names of Subsidiary Guarantors] ByAttest: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: ___________________________________ EXHIBIT A1 [A (Face of Note] ) (THIS GLOBAL NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE THEREOF. UNLESS THIS CERTIFICATE NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO ISSUER ENVIROSOURCE, INC, (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HEREOF HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED SHALL BE LIMITED TO TRANSFERS IN THE INDENTURE GOVERNING THIS NOTE) WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR ITS TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE IN CUSTODY FOR THE BENEFIT AND TRANSFERS OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 PORTIONS OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY SHALL BE EXCHANGED LIMITED TO TRANSFERS MADE IN WHOLE BUT NOT ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.05 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED REFERRED TO A SUCCESSOR DEPOSITARY WITH ON THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDREVERSE HEREOF.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not and shall not, for any reason, be deemed to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 37 SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of November 4, 2002 CVS CORPORATION By: ----------------------------- -------------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. ByAttest: ----------------------------- ----------------------------------------- Name: Title: [Names Dated as of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYNovember 4, N.A.0000 XXX XXXX XX XXX XXXX, as Trustee By: ----------------------------- -------------------------------- Name: Title: EXHIBIT A1 A [Face of NoteFORM OF FACE OF INITIAL NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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, 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE DEPOSITARY (AS DEFINED RESTRICTIONS SET FORTH IN THE INDENTURE GOVERNING REFERRED TO ON THE REVERSE HEREOF.* [Restricted Notes Legend] THIS NOTE) NOTE (OR ITS NOMINEE PREDECESSOR) WAS ORIGINALLY ISSUED IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY AND UNDER APPLICABLE STATE SECURITIES LAWS. NEITHER , AND THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS EXEMPT FROM, OR NOT SUBJECT TO, HEREBY NOTIFIED THAT THE REGISTRATION REQUIREMENTS SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACTACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AND AGREES FOR THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH BENEFIT THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) TO A PERSON WHOM THE COMPANY, SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE PARENT OR ANY SUBSIDIARY THEREOFSECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (Bii) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (Ci) FOR SO LONG AS THROUGH (iv) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE NOTES ARE ELIGIBLE FOR UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE PURSUANT RESTRICTIONS REFERRED TO RULE 144A UNDER THE SECURITIES ACT IN ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDA) ABOVE. A-1 CVS CORPORATION No. Principal Amount $ CUSIP No. _________

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following pages] SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of May 4, 2005 XXXXXXX DENVER, INC. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES GUARANTORS: AIR-RELIEF, INC. XXXXX-XXXXXX EQUIPMENT COMPANY, INC. BELLISS & XXXXXX (USA) INC. XXXXXXX DENVER HOLDINGS CORPINC. XXXXXXX DENVER WATER JETTING SYSTEMS, INC. XXXXXX CORPORATION XXXXXXX DENVER XXXX HOLDINGS LLC XXXXXXX DENVER XXXX LLC TCM INVESTMENTS, INC. XXXXXXX AIR FILTRATION LICENSCO INC. By: ----------------------------- Name: Title: THE BANK OF NEW YORK TRUST COMPANY, N.A. By: Name: Title: [Names Face of Subsidiary GuarantorsNote] CUSIP: 8% Senior Subordinated Notes due 2013 No. ___ $____________ XXXXXXX DENVER, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of _________________________________________________DOLLARS on May 1, 2013. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Dated: May 4, 2005 XXXXXXX DENVER, INC. By: ----------------------------- Name: Title: STATE STREET This is one of the Notes referred to in the within-mentioned Indenture: THE BANK AND OF NEW YORK TRUST COMPANY, N.A., as Trustee ByTrusteeBy: ----------------------------- Name: Title: EXHIBIT A1 ______________________________ Authorized Signatory Back of Note 8% Senior Subordinated Notes due 2013 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF INSERT THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFLEGEND, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED IF APPLICABLE PURSUANT TO SECTION 2.07 THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART IF APPLICABLE PURSUANT TO SECTION 2.07(a) THE PROVISIONS OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [The next page is the signature page] SIGNATURES INSIGHT HEALTH SERVICES CORPAMF BOWLING WORLDWIDE, INC. By: ----------------------------- -------------------------- Name: :. Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. [AMF GUARANTOR 1] By: ----------------------------- -------------------------- Name: Title: [Names of Subsidiary GuarantorsAMF GUARANTOR 2] By: ----------------------------- -------------------------- Name: Title: STATE STREET BANK AND WILMINGTON TRUST COMPANY, N.A., as Trustee By: ----------------------------- ----------------------- Name: Title: EXHIBIT A1 [A (Face of Senior Subordinated Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) 13.00% Senior Subordinated Notes due 2008 No. $ ------ ------------- CUSIP NO.-------------- AMF BOWLING WORLDWIDE, A NEW YORK CORPORATION INC. promises to pay to Cede & Co. or registered assigns, the principal sum of Dollars on , 2008. ----- ----- Interest Payment Dates: and ------ ------ Record Dates: and ------ ------ Dated: --------------- AMF BOWLING WORLDWIDE, INC. By: --------------------------- Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: ------------------------- as Trustee By: ---------------------- (Authorized Signatory) EXHIBIT A-1 (Back of Senior Subordinated Note) 13.00% Senior Subordinated Notes due 2008 [Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) ("DTCXXX"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERto the Issuer or its agent for registration of transfer, EXCHANGEexchange or payment, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFin as much as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN. has an interest herein.]1 "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(A) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDISSUER." Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 122 SIGNATURES INSIGHT HEALTH SERVICES CORPCONTINENTAL RESOURCES, INC. By: ----------------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND Senior Vice President, Chief Financial Officer and Treasurer WILMINGTON TRUST COMPANY, N.A.FSB, as Trustee By: ----------------------------- /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: EXHIBIT A1 Vice President BANNER PIPELINE COMPANY, L.L.C., as Initial Guarantor BY: Continental Resources, Inc., the Sole Member By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President, Chief Financial Officer and Treasurer [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY ISSUER WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 3/8% Senior Notes due 2020 Continental Resources, Inc., an Oklahoma corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on October 1, 2020.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of November 22, 2004 XXXXXX GAMING, INC. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORPCARDIVAN COMPANY By: Name: Title: CORRAL COIN, INC. By: ----------------------------- Name: Title: . CORRAL COUNTRY COIN, INC By: Name: Title: E-T-T, INC. By: Name: Title: SIGNATURE PAGE TO INDENTURE E-T-T ENTERPRISES L.L.C. By: Name: Title: FLAMINGO PARADISE GAMING, LLC By: Name: Title: HGI – ST. XX. By: Name: Title: . HGI – XXXX XXXXX By: Name: Title: HGI – LAKESIDE By: Name: Title: MARKET GAMING, INC. By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as trustee By: Name: Title: [Names Face of Subsidiary GuarantorsNote] CUSIP/CINS 7% Senior Subordinated Notes due 2014 No. $ XXXXXX GAMING, INC. promises to pay to [ ] or registered assigns, the principal sum of DOLLARS on November 15, 2014. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: , 200 XXXXXX GAMING, INC. By: ----------------------------- Name: Title: STATE STREET This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 Authorized Signatory [Face Back of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY7% Senior Subordinated Notes due 2014 [Insert the Global Note Legend, A NEW YORK CORPORATION ("DTC")if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, TO ISSUER 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 & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPIn witness whereof, the parties hereto have caused this Indenture to be executed by their duly authorized representatives, effective as of the day and year first above written. SM ENERGY COMPANY By: ----------------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Executive Vice President, General Counsel and Corporate Secretary U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxx X. Richelmy Name: Xxxxxx X. Richelmy Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTUREINDENTURE (AS DEFINED HEREIN), (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.07 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, TO THE REGISTRATION REQUIREMENTS OF OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON NOTE, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS ONE YEAR AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONNOTE) (THE "“RESALE RESTRICTION TERMINATION DATE") ONLY ”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY, THE PARENT COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("“RULE 144A"”), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).](1) CUSIP: No. Principal Amount: $

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of December 14 , 2004 SBA COMMUNICATIONS CORPORATION By: ----------------------------- /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Senior Vice President and General Counsel U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 9.05 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND .] [THE GUARANTEES ENDORSED HEREON NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DATE DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE NOTE) AND THE GUARANTEES ENDORSED HEREON(Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "“RESALE RESTRICTION TERMINATION DATE") ONLY ”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THE NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.] [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.] CUSIP No. ISIN No. 8½% Series Senior Notes due 2012 No. Principal Amount $ SBA COMMUNICATIONS CORPORATION SBA Communications Corporation, a Florida corporation (the “Company”) promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars on December 1, 2012 [or such greater or lesser amount as may be indicated on Schedule A hereto]1. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 Additional provisions of this Note are set forth on the other side of this Note. Dated: SBA COMMUNICATIONS CORPORATION By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION U.S. BANK NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Notes referred to in the Indenture By: Authorized Signatory 1 If this Note is a Global Note, include this provision. [FORM OF REVERSE OF NOTES] 8½% Senior Notes due 2012 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP105 In witness whereof, the parties hereto have caused this Supplemental Indenture to be executed by their duly authorized representatives, effective as of the day and year first above written. SM ENERGY COMPANY By: ----------------------------- /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Executive Vice President, General Counsel and Corporate Secretary U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 3.06 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a3.06(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 3.10 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER DEPOSITARY TO A NOMINEE OF THE SECURITIES ACT DEPOSITARY OR BY A NOMINEE OF 1933, AS AMENDED (THE "SECURITIES ACT"), DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE A NOMINEE OF SUCH REGISTRATION OR SUCCESSOR DEPOSITARY. UNLESS SUCH TRANSACTION THIS CERTIFICATE IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFERDEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, SELL OR OTHERWISE TRANSFER SUCH SECURITYXXX XXXX, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREONXXX XXXX) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"“DTC”), TO A THE ISSUERS OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture hereof and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPICF XXXXXX INTERNATIONAL, INC. Issuer By: ----------------------------- Name: /s/ Xxxxx X. Xxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET Chairman and Chief Executive Officer THE BANK AND TRUST COMPANY, N.A., as OF NEW YORK Trustee By: ----------------------------- Name: /s/ X. Xxxxxx Title: Assistant Treasurer EXHIBIT A1 A [Face of NoteFORM OF SERIES A NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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., SECURITY HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) PROMULGATED UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR")) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S PROMULGATED UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER THEREOF OR ANY STATE SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A PROMULGATED UNDER THE SECURITIES LAWSACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHED (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S PROMULGATED UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. NEITHER IN CONNECTION WITH ANY TRANSFER OF THIS NOTE NOR SECURITY WITHIN THREE YEARS AFTER THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, WRITTEN LEGAL OPINIONS OR PARTICIPATION HEREIN OTHER INFORMATION AS EITHER OF THEM MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REASONABLY REQUIRE TO CONFIRM THAT SUCH REGISTRATION OR UNLESS SUCH TRANSACTION TRANSFER IS EXEMPT BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANYAS USED HEREIN, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO AN EFFECTIVE REGISTRATION STATEMENT THEM BY REGULATION S UNDER THE SECURITIES ACT. ICF XXXXXX INTERNATIONAL, INC. 12% SENIOR NOTE DUE 2003, SERIES A CUSIP No. 449244_____ No. $____________________ ICF Xxxxxx International, Inc., a Delaware corporation (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (the "RULE 144ACompany"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDfor value received promises to pay to [ ], or registered assigns, the principal sum of _______________ Dollars on December 31, 2003. Interest Payment Dates: June 30 and December 31 Record Dates: June 15 and December 15 Reference is made to the further provisions of this Security contained herein, which will for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Very truly yours, IKON Office Solutions, Inc. By: ----------------------------- /s/ Rxxxxxx X. Xxxxx Name: Rxxxxxx X. Xxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names Vice President and Treasurer The Bank of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A.New York, as Trustee By: ----------------------------- /s/ Mxxx XxXxxxxx Name: Mxxx XxXxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYIKON OFFICE SOLUTIONS, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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 & COINC. 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. SENIOR UNSECURED FLOATING RATE NOTES DUE 2012 [Global Note Legend] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND [Private Placement Legend] THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR AND THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS EXEMPT FROM, OR NOT SUBJECT TO, HEREBY NOTIFIED THAT THE REGISTRATION REQUIREMENTS SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACTACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF SECURITY EVIDENCED HXXXXX AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO FOR THE DATE WHICH IS TWO YEARS AFTER THE LATER BENEFIT OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDISSUER THAT:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of [________], 2012 CIRCUS AND ELDORADO JOINT VENTURE Attest: By: ----------------------------- Name: Name: Title: INSIGHT HEALTH SERVICES HOLDINGS Title: Dated as of [________], 2012 SILVER LEGACY CAPITAL CORP. Attest: By: ----------------------------- Name: Name: Title: Title: Dated as of [Names of Subsidiary Guarantors________], 2012 [TRUSTEE] Attest: By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Authorized Signatory Name: Title: EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYISSUERS. THIS NOTE CUSIP $ No. 1 CIRCUS AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ELDORADO JOINT VENTURE and SILVER LEGACY CAPITAL CORP. [7._]% Mortgage Notes due 2017 CIRCUS AND ELDORADO JOINT VENTURE, AS AMENDED a Nevada general partnership (THE "SECURITIES ACT"the “Partnership”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDand SILVER LEGACY CAPITAL CORP., SOLDa Nevada corporation (“Capital” and, ASSIGNEDtogether with the Partnership, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"the “Issuers,” which term includes any successor under the Indenture hereinafter referred to), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDfor value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of [_____] Million Dollars ($[_____]) on [________], 2012.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 80 [Signatures on following page] 81 SIGNATURES INSIGHT HEALTH SERVICES Dated as of October 10, 2003 PARKER DRILLING COMPANY By: /s/ JAMES X. XXALEN --------------------------------- Name: James W. Whalen Title: Senior Vice Pxxxxxxxx & XXX GUARANTORS: ANACHORETA, INC. CANADIAN RIG LEASING, INC. CHOCTAW INTERNATIONAL RIG CORP. CREEK INTERNATIONAL RIG CORP. DGH, INC. INDOCORP OF OKLAHOMA, INC. PARDRIL, INC. PARKER AVIATION, INC. PARKER DRILLING (XXXXXXTAN), LTD. PARKEX XXXXLING COMPANY EASTERN HEMISPHERE, LTD. PARKER DRILLING COMPANY INTERNATIONAL, INC. XARKER DRILLING COMPANY INTERNATIONAL LIMITED PARKER DRILLING COMPANY LIMITED (NEVADA) XXXXER DRILLING COMPANY NORTH AMERICA, INC. XARKER DRILLING COMPANY OF ARGENTINA, INC. XXRKER DRILLING COMPANY OF BOLIVIA, INC. XXXXER DRILLING COMPANY OF NEW GUINEA, INC. XARKER DRILLING COMPANY OF NIGER PARKER XXXXXING COMPANY OF OKLAHOMA, INCORPORATED PARKER DRILLING COMPANY OF SINGAPORE, LTD. XXRKER DRILLING COMPANY OF SOUTH AMERICA, INC. PARKER DRILLING OFFSHORE CORPORATION PAXXXX XRILLING OFFSHORE INTERNATIONAL, INC. PARKER NORTH AMERICA OPERATIONS, INC. PXXXXX TECHNOLOGY, INC. PARKER TECHNOLOXX, XXC PARKER USA DRILLXXX XXMPANY PARKER-VSE, XXX. QUAIL USA, LLC SELECTIVE DRILLING CORPORATION UNIVERSAL RIG SERVICE CORP. By: ----------------------------- /s/ DAVID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: INSIGHT HEALTH SERVICES HOLDINGS CORPVice Presidexx Indenture - Signature Page PARKER DRILLING COMPANY OF MEXICO, LLC XXXXXX DRILLING OFFSHORE USA, LLC By: /x/ XXUCE J. KORVER ---------------------------------------------- Name: Bruce J. Korver Title: Vice Presidenx PARKER DRILLING MANAGEMENT SERVICES, INC. By: ----------------------------- /s/ DAVID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: [Names of Subsidiary Guarantors] Vice Presidexx PARKER OFFSHORE RESOURCES, L.P. By: ----------------------------- /x/ XXXID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: STATE STREET President, Pxxxxx Xxxxxxxx Management Services, Xxx., General Partner PARKER TOOLS, LLC By: /s/ TOM JUNK --------------------------------------------- Name: Tom Junk Title: President PARKER USA RESOURCES, LLC By: /s/ TOX XXXX --------------------------------------------- Name: Tom Junk Title: President Indenture - Signature Page PD MANAGEMENT RESOURCES, L.P. By: /s/ DAVID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: President, Pxxxxx Xxxxxxxx Management Services, Xxx., General Partner QUAIL TOOLS, LP By: /s/ DAVID W. TUCKER --------------------------------------------- Name: David W. Tucker Title: Vice Presidexx, Xxxxx XXX, LLC, General Partner Indenture - Signature Page JPMORGAN CHASE BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- /s/ REBECCA A. NEWMAN --------------------------------------------- Name: Rebecca A. Newman Title: Vice Presixxxx xxx Xxxxx Xxficer Indenture - Signature Page EXHIBIT A1 A CUSIP [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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 & CO9 5/8% Senior Notes due 2013 No. 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, 001 Principal Amount $ PARKER DRILLING COMPANY promises to pay to CEDE & CO., HAS AN INTEREST HEREINor registered xxxxxxs, the principal sum of DOLLARS ($_____________) on October 1, 2013. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFInterest Payment Dates: April 1 and October 1, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTUREcommencing April 1, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE2004 Record Dates: March 15 and September 15 Dated: October ___, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19332003 PARKER DRILLING COMPANY By: ----------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: JPMORGAN CHASE BANK as Trustee By: -------------------------------- Authorized Signatory [Back of Note] 9 5/8% Senior Notes due 2013 [Insert the Global Note Legend, AS AMENDED (THE "SECURITIES ACT")if applicable, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDpursuant to the provisions of the Indenture] [Insert the Private Placement Legend, SOLDif applicable, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDpursuant to the provisions of the Indenture] 9 5/8% Senior Notes due 2013 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] LONGVIEW FIBRE COMPANY By: ----------------------------- ---------------------------- Name: TitleRichard H. Wollenberg Xxxxx: INSIGHT HEALTH SERVICES HOLDINGS CORP. Xxxxxxxxx and Chief Operating Officer U.S. BANK NATIONAL ASSOCIATION By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- ---------------------------- Name: Title: EXHIBIT A1 A [Face of NoteFACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND A 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. THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACTXXXXXXXXXX XXX"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN XXX XXX XXCURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS EXEMPT FROM, OR NOT SUBJECT TO, HEREBY NOTIFIED THAT THE REGISTRATION REQUIREMENTS SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACTACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF SECURITY EVIDENCED HEREBY AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO FOR THE DATE WHICH IS TWO YEARS AFTER THE LATER BENEFIT OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDISSUER THAT:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of January 15, 2013 COMPANY: FAR EAST ENERGY (BERMUDA), LTD. By: ----------------------------- /s/ Mxxxxxx X. XxXxxxxxx Name: Mxxxxxx X. XxXxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Chairman GUARANTOR: FAR EAST ENERGY CORPORATION By: ----------------------------- /s/ Mxxxxxx X. XxXxxxxxx Name: Mxxxxxx X. XxXxxxxxx Title: [Names of Subsidiary Guarantors] Chief Executive Officer and President TRUSTEE AND COLLATERAL AGENT: WXXXX FARGO BANK, NATIONAL ASSOCIATION By: ----------------------------- /s/ Pxxxxxx Xxxxxxxx Name: Pxxxxxx Xxxxxxxx Title: STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By: ----------------------------- Name: Title: Vice President 117 EXHIBIT A1 A [Face of 144A/IAI/Regulation S Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 2.06 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) 2.06 OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE GUARANTEES ENDORSED HEREON HAVE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY U.S. STATE OR NON-U.S. SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (B) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (C) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS, IN THE CASE OF SECURITIES PURCHASED UNDER SECTION 4(2) OF OR RULE 144A UNDER THE SECURITIES ACT, SIX MONTHS, OR, IN THE CASE OF SECURITIES PURCHASED PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, 40 DAYS, IN EACH CASE AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT COMPANY OR ANY SUBSIDIARY THEREOFOF ITS SUBSIDIARIES, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO A NON-U.S. PERSON THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). 119 CUSIP 144A: 307323 AA3 Reg S: G33116 AA5 IAI: 307323 AB1 Senior Secured Notes due 2016 No. ___ $____________ FAR EAST ENERGY (BERMUDA), LTD. promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS on January 15, 2016. Interest Payment Dates: June 30 and December 30, commencing on June 30, 2013 Record Dates: June 15 and December 15 Dated: _______________, 20__ FAR EAST ENERGY (BERMUDA), LTD. By: Name: Title: 120 This is one of the Notes referred to in the within-mentioned Indenture: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: 121 [Back of Note] Senior Secured Notes due 2016 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Company: XXXXXXXX PETROLEUM CORPORATION By: ----------------------------- ____________________________________ Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: ----------------------------- ____________________________________ Name: Title: [Names of Subsidiary Guarantors] ByTrustee: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Trustee and Collateral Agent By: ----------------------------- ____________________________________ Name: Title: EXHIBIT A1 A [Face of Initial Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED ARE LIMITED TO TRANSFERS IN THE INDENTURE GOVERNING THIS NOTE) WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR ITS TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE IN CUSTODY FOR THE BENEFIT AND TRANSFERS OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 PORTIONS OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED ARE LIMITED TO TRANSFERS MADE IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE, INDENTURE.]1 [THIS SECURITY (IIIOR ITS PREDECESSOR) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO WAS ORIGINALLY ISSUED IN A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER THE LAWS OF ANY STATE SECURITIES LAWS. NEITHER OR OTHER JURISDICTION AND THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN SECURITY MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROMAN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR NOT SUBJECT TO(III) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, INCLUDING (X) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (Y) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF THE SECURITIES ACT (IF AVAILABLE) OR (Z) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. , SUBJECT TO THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SELL SALE OR OTHERWISE TRANSFER SUCH SECURITYPURSUANT TO CLAUSE (III) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY CERTIFICATION AND/OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) OTHER INFORMATION TO THE COMPANY, THE PARENT OR TRUSTEE AND THE REGISTRAR REASONABLY SATISFACTORY TO THEM, AND, IN EACH OF CASES (I) THROUGH (III), IN ACCORDANCE WITH ANY SUBSIDIARY THEREOFAPPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) PURSUANT THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTIN (A) ABOVE.] 2 CUSIP: No. Principal Amount: $ XXXXXXXX PETROLEUM CORPORATION 13.50% Convertible Second Lien Senior Secured Notes due 2021 Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received, promises to pay to, or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on May [ ], 2021 (the “Maturity Date”). If the Holder delivers a written notice to the Company on or before the Maturity Date requesting that any portion of the outstanding and unpaid principal amount of the Note (together with any accrued and unpaid interest) be made in Common Stock, the Company shall convert the Conversion Amount into fully paid and non-assessable shares of Common Stock at the Conversion Rate. If the Holder makes an election as described in the preceding sentence, the Company shall be entitled to (i) deliver shares of Common Stock to the Holder, (Cii) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT pay the Holder an amount in cash equal to the market value of the shares calculated using the Closing Price of the Common Stock on the Conversion Date; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date, or ("RULE 144A")iii) any combination thereof. Interest Payment Dates: January 15, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDApril 15, July 15 and October 15 of each year, commencing July 15, 2019. Regular Record Dates: January 1, April 1, July 1 and October 1 of each year. Reference is hereby made to the further provisions of this Note set forth on the reverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. XXXXXXX EXPLORATION COMPANY, a Delaware corporation By: ----------------------------- /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Executive Vice President and Chief Financial Officer XXXXXXX, INC., a Nevada corporation By: ----------------------------- /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: [Names of Subsidiary Guarantors] Chief Financial Officer XXXXXXX OIL & GAS, L.P., a Delaware limited partnership By: ----------------------------- XXXXXXX, INC., Its managing general partner By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: STATE STREET BANK AND TRUST COMPANYChief Financial Officer XXXXX FARGO BANK, N.A., as Trustee By: ----------------------------- /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. COMPANY.]1 [THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR NOTE, THE GUARANTEES ENDORSED HEREON HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON HEREON, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS ONE YEAR AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "“RESALE RESTRICTION TERMINATION DATE") ONLY ”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY, THE PARENT COMPANY OR ANY SUBSIDIARY THEREOF, (B) 1 Global Notes only. PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("“RULE 144A"”), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]2 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]3 2 Unregistered Notes only. 3 Temporary Regulation S Notes only. CUSIP [ ] No._____ $_____ XXXXXXX EXPLORATION COMPANY

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of June 10, 2011 W&T OFFSHORE, INC. By: ----------------------------- /s/ Xxxx X. Xxxxxxx Name: Xxxx X Xxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Senior Vice President, Chief Financial Officer and Chief Accounting Officer W&T ENERGY VI, LLC W&T ENERGY VII, LLC By: ----------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYAuthorized Representative XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCUSIP: [ ] ISIN: [ ] 8.500% Senior Notes due 2019 No. — $[ ] W&T OFFSHORE, A NEW YORK CORPORATION ("DTC")INC. promises to pay to [ ] or registered assigns, TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERthe principal sum of DOLLARS on June 15, EXCHANGE2019. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Dated: June 10, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED 2011 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 WITNESS HEREOF, CEDE & CO.the Company has caused this instrument to be duly executed. W&T OFFSHORE, HAS AN INTEREST HEREININC. By: Name: Title: TRUSTEE CERTIFICATE OF AUTHENTICATION This is one of the 8.500% Senior Notes due 2019 referred to in the within-mentioned Indenture: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: [Back of Note] 8.500% Senior Notes due 2019 [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 2.06 OF THE INDENTURE, (II2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE GUARANTEES ENDORSED HEREON HAVE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD 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, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144 UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY STATE SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES LAWS. NEITHER ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE NOR (THE GUARANTEES ENDORSED HEREON NOR FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000 AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) 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 (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDTRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144 UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH REGISTRATION TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR UNLESS OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSACTION TRANSFER IS EXEMPT BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANYAS USED HEREIN, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO AN EFFECTIVE REGISTRATION STATEMENT THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. [Insert the Private Placement Legend, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDif applicable pursuant to the provisions of the Indenture]] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Company: XXXXXXXX PETROLEUM CORPORATION By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Executive Vice President, General Counsel and Corporate Secretary Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: [Names of Subsidiary Guarantors] ByExecutive Vice President, General Counsel and Corporate Secretary Trustee: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Trustee and Collateral Agent By: ----------------------------- /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President EXHIBIT A1 A [Face of Initial Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED ARE LIMITED TO TRANSFERS IN THE INDENTURE GOVERNING THIS NOTE) WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR ITS TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE IN CUSTODY FOR THE BENEFIT AND TRANSFERS OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 PORTIONS OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED ARE LIMITED TO TRANSFERS MADE IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE, INDENTURE.](1) [THIS SECURITY (IIIOR ITS PREDECESSOR) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO WAS ORIGINALLY ISSUED IN A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER THE LAWS OF ANY STATE SECURITIES LAWS. NEITHER OR OTHER JURISDICTION AND THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN SECURITY MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROMAN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR NOT SUBJECT TO(III) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, INCLUDING (X) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (Y) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF THE SECURITIES ACT (IF AVAILABLE) OR (Z) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, THE PARENT SALE OR ANY SUBSIDIARY THEREOF, (B) TRANSFER PURSUANT TO CLAUSE (III) TO REQUIRE THE DELIVERY OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOPINION OF COUNSEL, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDCERTIFICATION AND/OR OTHER

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture hereof and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Dated as of _________ __, 2000 COMPUTER SCIENCES CORPORATION By: ----------------------------- ________________________________ Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names Dated as of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY__________ __, 2000 CITIBANK, N.A., as Trustee By: ----------------------------- ________________________________ Name: Title: EXHIBIT A1 [Face of Note] THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "SECURITIES DEPOSITORY") TO A NOMINEE OF THE SECURITIES DEPOSITORY OR BY THE SECURITIES DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC")SECURITIES DEPOSITORY, TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC THE SECURITIES DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCTHE SECURITIES DEPOSITORY), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS IN WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL __% NOTE IS HELD BY THE DEPOSITARY DUE _______ __, 20__ No. 1 $____________ CUSIP No. _____________ COMPUTER SCIENCES CORPORATION promises to pay to Cede & Co. or registered assigns, the principal sum of _____________ Dollars on June __, 20__. Interest Payment Dates: _______ ___ and ________ __ Record Dates: _______ __ and __________ __ Dated: _______ __, 2000 COMPUTER SCIENCES CORPORATION By:_________________________________ Xxx X. Honeycutt Chairman, President and Chief Executive Officer (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTESEAL) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFBy:_________________________________ Xxxxxxx X. Xxxx Vice President, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTUREGeneral Counsel and Secretary This is one of the Securities referred to in the within- mentioned Indenture: CITIBANK, (II) THIS GLOBAL N.A., as Trustee By: ___________________________ Authorized Signature __% NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTUREDUE _________ __, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED20__

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 67 SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of December 27, 2006 Company: CHINA XXXX XXXX MINING & RESOURCES, INC. By: ----------------------------- /s/ Xx Xxxx Xxxx Name: Xx Xxxx Xxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. ByPresident Trustee: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET THE BANK AND TRUST COMPANY, N.A.OF NEW YORK, as Trustee By: ----------------------------- /s/ Name: Title: EXHIBIT A1 A [Face of NoteFORM OF FACE OF NOTE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYEUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), A NEW YORK CORPORATION OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME ("DTC"“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. ITS AUTHORIZED NOMINEE OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO CEDE & CO. ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCEUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN. HEREIN.]1 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE SECURITY AND THE GUARANTEES ENDORSED HEREON COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"), ”) OR OTHER SECURITIES LAWS OF ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OFFERED OR OTHERWISE DISPOSED OF SOLD EXCEPT AS SET FORTH IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROMFOLLOWING SENTENCE, OR NOT SUBJECT TOBY ACQUISITION HEREOF, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDHOLDER:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPAAIPHARMA INC. By: ----------------------------- /s/ William L. Ginna, Jr. ------------------------------------- Name: William L. Ginna, Jr. Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Xxxxxxxxx Vxxx Xresident and CFO Applied Analytical Industries Learning Center, Inc. AAI Japan, Inc. AAI Properties, Inc. AAI Technologies, Inc. Kansas City Analytical Services, Inc. Medical & Technical Research Associates, Inc. AAI International Inc. NeoSan Pharmaceuticals Inc. By: ----------------------------- /s/ William L. Ginna, Jr. ------------------------------------- Name: William L. Ginna, Jr. Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, N.A.Xxxxxxxxxx Xxxxxtory FIRST UNION NATIONAL BANK, as Trustee By: ----------------------------- /s/ James F. Long ------------------------------------- Name: James F. Long Title: Assistanx Xxxx Xxxxxxent EXHIBIT A1 [Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 2.08 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDQUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE A1-1 RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. A1-2 CUSIP 00252WAA2 No. R-1 **$174,340,000** AAIPHARMA inc.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of July 24, 1998 CONTINENTAL RESOURCES, INC. Attest: By: ----------------------------- /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx /s/ XXXXXXXXX XXXXXXX Title: INSIGHT HEALTH SERVICES HOLDINGS CORPSenior Vice President, General Counsel and Secretary CONTINENTAL CRUDE CO. Attest: By: ----------------------------- /s/ XXXX XXXXX Name: Xxxx Xxxxx /s/ XXXXX XXXXXX Title: [Names of Subsidiary Guarantors] President CONTINENTAL GAS, INC. Attest: By: ----------------------------- /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx /s/ XXXXXXXXX XXXXXXX Title: STATE STREET BANK AND President UNITED STATES TRUST COMPANY, N.A., as Trustee COMPANY OF NEW YORK Attest: By: ----------------------------- /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx /s/ X. XXXXXXXXXXXX Title: Vice President EXHIBIT A1 A [Face of NoteFORM OF FACE OF INITIAL SECURITY] SERIES A NOTE [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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, 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. TRANSFERS OF THIS GLOBAL NOTE SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY IS HELD BY THE DEPOSITARY (SUBORDINATED TO SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF(AS DEFINED HEREIN), AND IS NOT TRANSFERABLE THE OBLIGATIONS OF EACH SUBSIDIARY GUARANTOR UNDER THE SUBSIDIARY GUARANTEE CONTAINED IN THE INDENTURE ARE SUBORDINATED TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON GUARANTOR SENIOR INDEBTEDNESS, AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF DEFINED IN THE INDENTURE, (II) OF SUCH SUBSIDIARY GUARANTOR. [Restricted Securities Legend] THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDQUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [Regulation S Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD 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, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. CONTINENTAL RESOURCES, INC. 10 1/4% Senior Subordinated Notes due 2008 No. 1 $150,000,000 CUSIP Number: 000000XX0 Continental Resources, Inc., an Oklahoma corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of One Hundred Fifty Million Dollars on August 1, 2008.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP. Company: XXXXXXXX PETROLEUM CORPORATION By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. Senior Vice President, General Counsel and Corporate Secretary Subsidiary Guarantor: XXXXXXXX PETROLEUM COMPANY, L.L.C. By: ----------------------------- /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: [Names of Subsidiary Guarantors] BySenior Vice President, General Counsel and Corporate Secretary Trustee: ----------------------------- Name: Title: STATE STREET U.S. BANK AND TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Trustee By: ----------------------------- /s/ Xxxxxx X. Kinklea Name: Xxxxxx X. Xxxxxxx Title: Vice President EXHIBIT A1 A [Face of Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 TRANSFER PROVISIONS OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS IN THE CASE OF RULE 144A NOTES OR INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY ISSUER WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.1 [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]2 1 For Restricted Note. 2 Temporary Regulation S Legend, if applicable. CUSIP: No. Principal Amount: $ XXXXXXXX PETROLEUM CORPORATION

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture Agreement have been inserted for convenience of reference only, are not to be considered a part of this Indenture Agreement and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of January 26, 2002 SF HOLDINGS GROUP, INC. BY: /s/ Dennis Mehiel ------------------------ Name: Dennis Mehiel Title: Chairman Xxxxxx: /s/ Hans H. Heinsen ----------------------------- Name: Hans Heinsen Xxxxx: Xxxxx Xxnancial Officer JEFFERIES & COMPANY, XXX. Xx: /s/ Eric Macy ----------------------------- Name: Eric Macy Title: Exxxxxxxx Vice President TCW/Crescent Mezzanine, X.X.X., as Collateral Agent By: /s/ Timothy P. Costello ----------------------------- Name: Timothy X. Xxxxxxxx Xxxxx: Managing Director XXHIBIT A GUARANTY For value received, the undersigned hereby unconditionally guarantees to the Holder of the Note upon which this Guaranty is endorsed, subject to the terms of the Guaranty Agreement pursuant to which this Guaranty was issued (a) the due and punctual payment of the principal of, premium (if any) and interest on such Note when and as the same shall become due and payable for any reason according to the terms of such Note, the Agreement and/or this Guaranty Agreement, and (b) that all other payment obligations of the Company under the Agreement or the Notes will be promptly paid in full in accordance with the terms of the Agreement, the Guaranty Agreement and the Notes. SF HOLDINGS GROUP, INC. By: ----------------------------- --------------------------------- Name: ------------------------------- Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: ------------------------------ EXHIBIT B FORM OF PLEDGE AGREEMENT [Names Attached] EXHIBIT C FORM OF WARRANT AGREEMENT [Attached] EXHIBIT D FORM OF OPTION AGREEMENT [Attached] EXHIBIT E FORM OF OPINION OF COUNSEL TO THE COMPANY The closing opinion of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYKramer, N.A.Levin, Naftalis & Frankel, LLP, as Trustee By: ----------------------------- Name: Title: EXHIBIT A1 [Face counsel for the Company, which is called for by Secxxxxx 0.25 and 7.02(a) of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYthe Agreement, A NEW YORK CORPORATION ("DTC")shall be dated Guaranty Date, TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERshall be addressed to the Collateral Agent, EXCHANGEthe Purchaser and each subsequent Holder, OR PAYMENTshall be reasonably satisfactory in scope and form to the Collateral Agent and the Purchaser, 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. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDand shall be to the effect that:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] SIGNATURES INSIGHT HEALTH SERVICES CORP. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names Dated as of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYDecember 4, 2002 WELLS FARGO BANK, N.A., as Trustee By: ----------------------------- ------------------------------------------ Name: Title: GRANT PRIDECO ESCROW CORP. By: ------------------------------------------ Name: Title: EXHIBIT A1 [A (Face of Note) 9% Senior Notes due 2009 CUSIP [ ] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE No. 144A-1 $____________ GRANT PRIDECO ESCROW CORP. promises to pay to Cede & Co. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC or registered assigns, the principal sum set forth in the Schedule of Increases and Decreases attached to this Security on December 15, 2009. Interest Payment Dates: June 15 and December 15, commencing June 15, 2003. Record Dates: June 1 and December 1. GRANT PRIDECO ESCROW CORP. By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture WELLS FARGO BANK, N.A., as Trustee By: ------------------------------------------- Authorized Signatory Dated: [ ], 20[ ] (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. Back of Note) 9% Senior Notes due 2009 [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT XXX XXXXXXXXXXXX XX XXXXXXXX, XXXXXXXX XR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE GUARANTEES ENDORSED HEREON HAVE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.](a) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION ---------- (a) Used on Global Note only. HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO GRANT PRIDECO, INC. OR ANY STATE SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES LAWS. NEITHER ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE NOR (THE GUARANTEES ENDORSED HEREON NOR FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF GRANT PRIDECO, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY INTEREST TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND GRANT PRIDECO, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR PARTICIPATION HEREIN OTHER INFORMATION AS EITHER OF THEM MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REASONABLY REQUIRE TO CONFIRM THAT SUCH REGISTRATION OR UNLESS SUCH TRANSACTION TRANSFER IS EXEMPT BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANYAS USED HEREIN, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO AN EFFECTIVE REGISTRATION STATEMENT THEM BY REGULATION S UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 106 SIGNATURES INSIGHT HEALTH SERVICES Dated as of September __, 1997 BELCO OIL & GAS CORP. Attest: By: ----------------------------- ---------------------------------- Name: -------------------------------- Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names of Subsidiary Guarantors] By: ----------------------------- Name: Title: STATE STREET ------------------------------ ------------------------------- THE BANK AND TRUST COMPANY, N.A.OF NEW YORK, as Trustee Attest: By: ----------------------------- ---------------------------------- Name: -------------------------------- Title: ------------------------------ ------------------------------- 107 EXHIBIT A1 A [Face of NoteFORM OF FACE OF INITIAL NOTE] SERIES A NOTE [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO ISSUER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. 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, 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. TRANSFERS OF THIS GLOBAL NOTE IS HELD BY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE DEPOSITARY (AS DEFINED RESTRICTIONS SET FORTH IN THE INDENTURE GOVERNING REFERRED TO ON THE REVERSE HEREOF. [Restricted Securities Legend] THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTREGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY BY ITS ACCEPTANCE HEREOF AGREES AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDQUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN THE CASE OF THE FOREGOING CLAUSES (A)-(F), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. A-2 109 BELCO OIL & GAS CORP.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORP[Indenture signature page follows] 100 100 [Indenture signature page] Dated as of ___________, 2000 ASIA GLOBAL CROSSING LTD. BY: NAME: TITLE: UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE BY: NAME: TITLE: 101 EXHIBIT A-1 (Face of Note) [INSERT THE GLOBAL SECURITY LEGENDS, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] [INSERT ORIGINAL ISSUE DISCOUNT LEGEND] CUSIP __% [SERIES A] [SERIES B] SECURITIES DUE ____ No. $ ASIA GLOBAL CROSSING LTD. promises to pay to Cede & Co. or registered assigns, the principal sum of Dollars on _______, ____. Interest Payment Dates: _________ and ________ Record Dates: ___________ and __________. ASIA GLOBAL CROSSING LTD. By: ----------------------------- Name: Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: [Names This is one of Subsidiary Guarantors] Bythe Securities referred to in the within-mentioned Indenture: ----------------------------- Name: Title: STATE STREET BANK AND UNITED STATES TRUST COMPANY, N.A.COMPANY OF NEW YORK, as Trustee By: ----------------------------- Dated: _________, ____ Name: Title: EXHIBIT A1 [Face 102 (Back of Note) __% [Series A] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY[Series B] Securities due ____ Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. For the purposes of this Note, A NEW YORK CORPORATION (the term "DTC"), TO ISSUER 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 & COSecurities" shall refer only to the Company's __% Securities due ____., HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES INSIGHT HEALTH SERVICES CORPDated as of March 23, 2004 Very truly yours, TEAM HEALTH, INC. By: ----------------------------- /s/ Robert Abramowski --------------------------------- Name: Robert Abramowski Title: INSIGHT HEALTH SERVICES HOLDINGS CORP. By: ----------------------------- Name: Title: Xxxxxxxxx Xxxx President - Finance and Administration [Names of Subsidiary GuarantorsGUARANTORS] By: ----------------------------- /s/ Robert Abramowski --------------------------------- Name: Robert Abramowski Title: STATE STREET Xxxx Xxxxxxxxx THE BANK AND TRUST COMPANYOF NEW YORK, N.A., as Trustee AS TRUSTEE By: ----------------------------- /s/ Patricia Gallagher -------------------------------------- Name: Xxxxxxxx Xxxxxxxer Title: Vice President EXHIBIT A1 [A (Face of Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) 9% Senior Subordinated Notes due 2012 CUSIP No. _____________________ $____________ TEAM HEALTH, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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 & COINC. 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, promises to pay to CEDE & CO., HAS AN INTEREST HEREINor registered assigns, the principal sum of ___________ Dollars on March 23, 2012 Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 DATED: TEAM HEALTH, INC. By: ___________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, AS TRUSTEE By: ______________________________________ (Authorized Signatory) (Back of Note) 9% Senior Subordinated Notes due 2012 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTSUCH REGISTRATION. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY, BY ITS ACCEPTANCE HEREOF HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL CLOSING ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY ISSUER OR ANY AFFILIATE OF THE COMPANY ISSUER WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON SECURITY (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") SUCH SECURITY), ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOFISSUER, (B) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDQUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.