THEN OUTSTANDING NOTES BY NOTICE TO THE TRUSTEE MAY, ON BEHALF OF THE HOLDERS OF
ALL OF THE NOTES, RESCIND AN ACCELERATION OR WAIVE ANY EXISTING DEFAULT OR EVENT
OF DEFAULT AND ITS CONSEQUENCES UNDER THE INDENTURE EXCEPT A CONTINUING DEFAULT
OR EVENT OF DEFAULT IN THE PAYMENT OF INTEREST OR PREMIUM OR LIQUIDATED DAMAGES,
IF ANY, ON, OR THE PRINCIPAL OF, THE NOTES.
THE COMPANY IS REQUIRED TO DELIVER
TO THE TRUSTEE ANNUALLY A STATEMENT REGARDING COMPLIANCE WITH THE INDENTURE, AND
THE COMPANY IS REQUIRED, UPON BECOMING AWARE OF ANY DEFAULT OR EVENT OF DEFAULT,
TO DELIVER TO THE TRUSTEE A STATEMENT SPECIFYING SUCH DEFAULT OR EVENT OF
DEFAULT.
(13) TRUSTEE DEALINGS WITH COMPANY.
THE TRUSTEE, IN ITS INDIVIDUAL OR ANY OTHER
CAPACITY, MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM, AND PERFORM SERVICES FOR THE
COMPANY OR ITS AFFILIATES, AND MAY OTHERWISE DEAL WITH THE COMPANY OR ITS
AFFILIATES, AS IF IT WERE NOT THE TRUSTEE.
(14) NO RECOURSE AGAINST OTHERS.
A DIRECTOR, OFFICER, EMPLOYEE, INCORPORATOR OR
STOCKHOLDER OF THE COMPANY OR ANY GUARANTORS, AS SUCH, WILL NOT HAVE ANY
LIABILITY FOR ANY OBLIGATIONS OF THE COMPANY OR THE GUARANTORS UNDER THE NOTES,
THE GUARANTEES OR THE INDENTURE OR FOR ANY CLAIM BASED ON, IN RESPECT OF, OR BY
REASON OF, SUCH OBLIGATIONS OR THEIR CREATION.
EACH HOLDER BY ACCEPTING A NOTE
WAIVES AND RELEASES ALL SUCH LIABILITY.
THE WAIVER AND RELEASE ARE PART OF THE
CONSIDERATION FOR THE ISSUANCE OF THE NOTES.
THE WAIVER MAY NOT BE EFFECTIVE TO
WAIVE LIABILITIES UNDER THE FEDERAL SECURITIES LAWS.
(15) AUTHENTICATION.
THIS NOTE WILL NOT BE VALID UNTIL AUTHENTICATED BY THE
MANUAL SIGNATURE OF THE TRUSTEE OR AN AUTHENTICATING AGENT.
(16) ABBREVIATIONS.
CUSTOMARY ABBREVIATIONS MAY BE USED IN THE NAME OF A HOLDER
OR AN ASSIGNEE, SUCH AS:
TEN COM (= TENANTS IN COMMON), TEN ENT (= TENANTS BY
THE ENTIRETIES), JT TEN (= JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS
TENANTS IN COMMON), CUST (= CUSTODIAN), AND U/G/M/A (= UNIFORM GIFTS TO MINORS
ACT).
(17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES.
IN ADDITION TO THE RIGHTS PROVIDED TO HOLDERS OF NOTES UNDER
THE INDENTURE, HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE
NOTES WILL HAVE ALL THE RIGHTS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT
DATED AS OF FEBRUARY 23, 2004, AMONG THE COMPANY, THE GUARANTOR AND THE OTHER
PARTIES NAMED ON THE SIGNATURE PAGES THEREOF, AS SUCH AGREEMENT MAY BE AMENDED,
MODIFIED OR SUPPLEMENTED FROM TIME TO TIME AND, WITH RESPECT TO ANY ADDITIONAL
NOTES, HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES WILL
HAVE THE RIGHTS SET FORTH IN ONE OR MORE REGISTRATION RIGHTS AGREEMENTS, IF ANY,
AMONG THE COMPANY, THE GUARANTOR AND THE OTHER PARTIES THERETO, AS SUCH
AGREEMENT(S) MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME,
RELATING TO RIGHTS GIVEN BY THE COMPANY TO THE PURCHASERS OF ADDITIONAL NOTES TO
REGISTER SUCH ADDITIONAL NOTES UNDER THE SECURITIES ACT (COLLECTIVELY, THE
"REGISTRATION RIGHTS AGREEMENT").
(18) CUSIP