Common use of Form, Dating and Terms Clause in Contracts

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13, 1998, among the Company, Chase Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE 144A")) in the United States of America (the "RULE 144A Note") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the "RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION S NOTE") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(C) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13February 11, 1998, among between the Company, Company and Chase Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in the United States of America (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Section 2.1 (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global 27 21 Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT AExhibits A and B, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION Regulation S TEMPORARY GLOBAL NOTETemporary Global Note"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION Regulation S PERMANENT GLOBAL NOTEPermanent Global Note", together with the Regulation S Temporary Global Note, the "REGULATION Regulation S GLOBAL NOTEGlobal Note") on or after the expiration of the Restricted Period (the "RELEASE DATERelease Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Nonnon-U.S. United States Person within the meaning of Regulation S (a "REGULATION Regulation S CERTIFICATECertificate"), substantially in the form set forth in SECTION Section 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Bset forth in Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) hereof (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. Exhibit A hereto. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Original Securities are being offered and sold by the Company Issuer pursuant to a Purchase Agreement, dated July 13August 30, 19982001, among the CompanyIssuer, Chase the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Security substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security Exhibit A (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereofNote") appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company Issuer maintained for such purpose in The City of New YorkWilmington, Delaware, or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the CompanyIssuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Payments in respect of Securities shall represented by a Global Security (including principal, premium and interest) will be in made by wire transfer of immediately available funds to the form of EXHIBIT A. accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a the Purchase Agreement, dated July 13, 1998, among the Company, Chase Securities Inc. and BancBoston Securities Inc. . Initial Securities offered and sold to the qualified institutional buyers ("QIB"s) (as defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "RULE 144ASecurities Act")) in the United States of America (the "RULE Rule 144A NoteSecurities") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and expressly made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Indenture (the "RULE Restricted Rule 144A GLOBAL NOTEGlobal Security"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Rule 144A Global Note Security may be represented by more than one certificate, if so required by the DepositaryDepository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Restricted Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION Regulation S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Security substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security Exhibit A (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereofSecurity") appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Regulation S Global Note Security may be represented by more than one certificate, if so required by the DepositaryDepository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Restricted Regulation S Global Note Security may from time to time be increased or decreased by adjustments made on the 29 38 records of the Trustee, as custodian for the Depository or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Restricted Institutional Accredited Investor Global Security") deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Institutional Accredited Investor Global Security may be represented by more than one certificate, if so required by the Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Restricted Institutional Accredited Investor Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT Bset forth in Exhibit B hereto, which is hereby incorporated by reference and expressly made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate applicable legend set forth in SECTION 2.1(CSection 2.1(c) hereof (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDepository's rules regarding the maximum principal amount to be represented by a single certificate. The Restricted Rule 144A Global NoteSecurity, the Restricted Regulation S Global NoteSecurity, the Exchange Global Note and the Restricted Institutional Accredited Investor Global Note Security are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer or other electronic funds transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in , provided that the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C). The Company and payee has given the Trustee shall approve appropriate wire instructions at least 15 days before the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such termsrelevant payment date.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July February 13, 19982001, among the Company, Chase Securities Inc. the Guarantors, Credit Suisse First Boston Corporation and BancBoston Securities Inc. the other initial purchasers party thereto. Initial Securities offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in the United States of America (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT A, Exhibit A which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION Regulation S TEMPORARY GLOBAL NOTETemporary Global Note"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION Regulation S PERMANENT GLOBAL NOTEPermanent Global Note", together with the Regulation S Temporary Global Note, the "REGULATION Regulation S GLOBAL NOTEGlobal Note") on or after the expiration of the Restricted Period (the "RELEASE DATERelease Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Nonnon-U.S. United States Person within the meaning of Regulation S (a "REGULATION Regulation S CERTIFICATECertificate"), substantially in the form set forth in SECTION 2.8. Section 2.8 Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.l(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option -option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13February 10, 1998, among between the Company, Company and Chase Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in the United States of America (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1 (c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary global SecurityNote, without interest coupons, substantially in the form set forth in EXHIBIT AExhibits A and B, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION Regulation S TEMPORARY GLOBAL NOTETemporary Global Note"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION Regulation S PERMANENT GLOBAL NOTEPermanent Global Note", together with the Regulation S Temporary Global Note, the "REGULATION Regulation S GLOBAL NOTEGlobal Note") on or after the expiration of the Restricted Period (the "RELEASE DATERelease Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Nonnon-U.S. United States Person within the meaning of Regulation S (a "REGULATION Regulation S CERTIFICATECertificate"), substantially in the form set forth in SECTION Section 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S 26 20 Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules Rule 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Aset forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(C) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13May 7, 1998, 27 19 among the Company, the Subsidiary Guarantors, Chase Securities Inc. and BancBoston Securities Inc. NationsBanc Montxxxxxx Xxxurities LLC. Initial Securities offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in the United States of America (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, substantially in the form set forth in EXHIBIT Exhibit A, which are is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereofNote") appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby 28 20 incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13, 1998, among the Company, Chase Additional Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold to the qualified institutional buyers (as defined shall be in Rule 144A under the Securities Act ("RULE 144A")) in the United States of America (the "RULE 144A Note") will be issued on the Issue Date in substantially the form set forth in Exhibit A hereto, which is hereby --------- incorporated by reference and made a part of a permanent global Security this Indenture, and the Exchange Securities shall be in substantially in the form of EXHIBIT Aset forth in Exhibit B hereto, --------- which is hereby incorporated by reference and made a part of this Indenture. Initial Securities and Additional Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A will be issued initially in the form of a permanent global Security, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) below (the a "RULE Rule 144A GLOBAL NOTEGlobal Note"), -------------- --------------------- deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The A Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered and Additional Securities offered, sold and resold outside the United States of America to Persons other than U.S. Persons ("REGULATION S NOTE"as defined in Regulation S) in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date initially in the form of a temporary permanent global Security, without interest coupons, substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security below (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with -------------- ------------------------ the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The A Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities or Additional Securities resold after an initial resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and or (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (in accordance with the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") procedure ---- described herein will be initially issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the an "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the --------------------------------------------- Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The An Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the a Rule 144A Global Note, the a Regulation S Global Note and the or an Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(C) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.initially in

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13, 1998, among the Company, Chase Additional Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold to the qualified institutional buyers (as defined shall be in Rule 144A under the Securities Act ("RULE 144A")) in the United States of America (the "RULE 144A Note") will be issued on the Issue Date in substantially the form of a permanent global Security substantially set forth in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with and the Exchange Securities shall be in substantially the form set forth in Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture. Initial Securities and Additional Securities offered, sold, and resold to QIBs in the United States of America in reliance on Rule 144A will be issued initially in the form of a permanent global Security, including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) below (the "RULE each, a “Rule 144A GLOBAL NOTE"Global Note”), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The A Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered and Additional Securities offered, sold and resold outside the United States of America ("REGULATION S NOTE") to Non-U.S. Persons in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date initially in the form of a temporary permanent global Security, without interest coupons, substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) below (each, a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such “Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note”), a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The A Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities or Additional Securities resold after an initial resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and or (7) under the Securities Act) who are not QIBs (each, an “IAI”) in the United States of America (in accordance with the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") procedure described herein will be initially issued in the form of a permanent global Security substantially in the form of EXHIBIT A(each, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE"an “Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The An Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the a Rule 144A Global Note, the a Regulation S Global Note and the or an Institutional Accredited Investor Note will be issued initially in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this IndentureSecurity, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) below (the "EXCHANGE GLOBAL NOTE"each, an “Exchange Global Note”). The An Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global NoteNotes, the Regulation S Global NoteNotes, the Institutional Investor Global Notes and the Exchange Global Note and the Institutional Accredited Investor Global Note Notes are sometimes collectively herein referred to as the "GLOBAL SECURITIES“Global Securities." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Securities represented by a Global Security (iiincluding principal and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C)Section 2.1(c) below. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Original Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13June __, 19981999, among the Company, the Subsidiary Guarantors and Chase Securities Inc. and BancBoston Xxxxxx Brothers Inc. The Original Securities Inc. Initial Securities offered and sold will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities Notes offered and sold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION Regulation S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Security substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security Exhibit A (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereofNote") appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent fully registered global Security security, without interest coupons, substantially in the form of EXHIBIT set forth in Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(C) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the DepositarySection 2.1(c), duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided (each, an "Institutional Accredited Investor Global Note"). The Upon such issuance, the Trustee shall register such Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by in the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount name of the beneficial owner or owners of such note (or the nominee of such beneficial owner or owners) and deliver the certificates for such Institutional Accredited Investor Global Note may from time to time the respective beneficial owner or owners. Upon transfer of such Institutional Accredited Investor Global Note to a QIB or to a Non-U.S. Person, such Institutional Accredited Investor Global Note will, unless the Rule 144A Global Note, in the case of a transfer to a QIB, or the Regulation S Global Note, in the case of a transfer to a Non-U.S. Person, has previously been exchanged for Definitive Securities pursuant to Section 2.1(e), be increased or decreased by adjustments made on exchanged for an interest in a Global Security pursuant to the records provisions of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedSection 2.6. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13June __, 1998, among the Company, Chase Securities Inc. Inc., Xxxxxxx, Xxxxx & Co. and BancBoston Securities Inc. NatWest Capital Markets Limited. Initial Securities offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in the United States of America (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, substantially in the form set forth in EXHIBIT Exhibit A, which are is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereofNote") appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Original Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13November 10, 19981999, among the Company, the Subsidiary Guarantors and Chase Securities Inc. and BancBoston The Original Securities Inc. Initial Securities offered and sold will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("REGULATION S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "RULE 144A Note") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(C2.1(c) (the "RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "REGULATION S NOTE") in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Security substantially in the form set forth in of EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) A (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) A (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(C2.1(c) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Original Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13March 1, 19982001, among the Company, Chase the Subsidiary Guarantors and the Initial Purchasers. The Original Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities offered and sold to the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "RULE Rule 144A Note") ), will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(C(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered offered, sold and sold resold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Security substantially in the form set forth in EXHIBIT of Exhibit A, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(C(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(C(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The Except as described in the succeeding two sentences, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Securities represented by a Global Security (iiincluding principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(C(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13November 15, 19982002, among between Xxxxxxx Xxxxx Xxxxxx Inc. and the several other initial purchasers named therein, as initial purchasers (collectively, the "INITIAL PURCHASERS") and the Company, Chase Securities Inc. and BancBoston Securities Inc. . The Initial Securities offered issued on the date hereof will be in an aggregate principal amount of $250,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities. The Initial Securities and sold Additional Securities will be resold initially only to the qualified institutional buyers (as defined A) QIBs in reliance on Rule 144A under the Securities Act ("RULE 144A") and (B) Non-U.S. Persons in reliance on Regulation S under the Securities Act ("REGULATION S"). Such Initial Securities and Additional Securities may thereafter be transferred to, among others, QIBs, Non-U.S. Persons and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with the procedures set forth herein. Initial Securities and Additional Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the each, a "RULE 144A NoteSECURITY") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT AA hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) hereof (the a "RULE 144A GLOBAL NOTESECURITY"), deposited with the Trustee, as custodian DTC (for the Depositarybenefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note Securities representing the Initial Securities or Additional Securities may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Security may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Initial Securities and Additional Securities offered and sold outside the United States in reliance on Regulation S (each, a "REGULATION S SECURITY") will be issued in the form of a global Security, without interest coupons, substantially in the form set forth in EXHIBIT A hereto, including appropriate legends as set forth in Section 2.1(c) hereof (a "REGULATION S GLOBAL SECURITY"), deposited with DTC (for the benefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Securities representing the Initial Securities or Additional Securities may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, DTC as hereinafter provided. Initial Securities offered and sold outside that may be resold to IAIs in the United States of America (each, an "REGULATION S NOTEIAI SECURITY") in reliance on Regulation S under the Securities Act ("REGULATION S") ), will be issued on the Issue Date in the form of a temporary global Securitydefinitive fully registered Securities, without interest coupons, substantially in the form set forth in EXHIBIT AA hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositaryhereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided and delivered to the respective IAIs. Exchange Securities exchanged for interests in the Rule 144A Security, the Regulation S Security and the IAI Security, if any, will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with DTC (for the benefit of its nominee), as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) hereof each, an "EXCHANGE GLOBAL SECURITY"). The Regulation S Exchange Global Note Securities may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Exchange Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(C) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Each Rule 144A Global NoteSecurity, the each Regulation S Global Note, the Security and each Exchange Global Note and the Institutional Accredited Investor Global Note Security are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose issued pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option Section 2.1(d)(vii) hereof in exchange for or upon transfer of the Company, each installment of interest beneficial interests in a Global Security may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of permanent certificated Securities, without interest coupons, in substantially the form set forth in EXHIBIT A. A or EXHIBIT B, as appropriate, including appropriate legends set forth in Section 2.1(c) hereof (the "DEFINITIVE SECURITIES"). Definitive Securities issued in exchange for beneficial interests in the Rule 144A Global Security are hereinafter referred to as "RULE 144A DEFINITIVE SECURITIES." Definitive Securities issued in exchange for beneficial interests in the Regulation S Global Security are hereinafter referred to as "REGULATION S DEFINITIVE SECURITIES." Definitive Securities issued to IAIs are hereinafter referred to as "IAI DEFINITIVE SECURITIES." The Securities may have notations, legends or endorsements required by law, stock exchange ex-change rule or usage, in addition to those set forth on EXHIBITS A AND and B hereto and in SECTION 2.1(C)Section 2.1(c) hereof. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT EXHIBITS A and EXHIBIT B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13December 10, 1998, 2003 among the Company, Chase Securities Inc. the Guarantor and BancBoston Securities Inc. Initial Securities offered and sold Representatives to the Initial Purchasers. The Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in reliance on the procedure described herein. Initial Notes offered and sold to the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security Note, without interest coupons, substantially in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) hereof (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Note substantially in the form set forth in EXHIBIT Aof Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security hereof (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (the "IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A hereto (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT BExhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.01(c) hereof (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Notes." The Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3Section 2.03 hereof; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Notes represented by a Global Note (iiincluding principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities Any Subsequent Notes shall be in the form of EXHIBIT A. Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibit A AND hereto and Exhibit B hereto and in SECTION 2.1(C)Section 2.01(c) hereof. The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in EXHIBIT Exhibit A hereto and EXHIBIT Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13February 27, 19982004, among between the CompanyCompany and X.X. Xxxxxx Securities Inc., Chase Securities Inc. and BancBoston Securities Inc. as representative of the several initial purchasers listed in Schedule 1 thereto. The Initial Securities offered and sold will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and to institutional "accredited investors", as defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act in accordance with the procedures described herein. Initial Securities offered and sold to QIBs in the United States of America (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT AExhibits A and B, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION Regulation S TEMPORARY GLOBAL NOTETemporary Global Note"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION Regulation S PERMANENT GLOBAL NOTEPermanent Global Note", together with the Regulation S Temporary Global Note, the "REGULATION Regulation S GLOBAL NOTEGlobal Note") on or after the expiration of the Restricted Period (the "RELEASE DATERelease Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Nonnon-U.S. United States Person within the meaning of Regulation S (a "REGULATION Regulation S CERTIFICATECertificate"), substantially in the form set forth in SECTION Section 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules Rule 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Aset forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Bset forth in Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) hereof (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Payments in respect to Securities shall represented by a Global Security (including principal, premium, if any, and interest) will be in made by wire transfer of immediately available funds to the form of EXHIBIT A. accounts specified by the Depositary. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibit A AND and Exhibit B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Original Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13May 14, 1998, among the Company, the Subsidiary Guarantors, Chase Securities Inc. and BancBoston BancAmerica Xxxxxxxxx Xxxxxxxx. The Original Securities Inc. Initial Securities offered and sold will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "RULE Rule 144A Note") will be issued on the Issue a Closing Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue a Closing Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT Exhibit A, which are is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION Regulation S TEMPORARY GLOBAL NOTETemporary Global Note"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION Regulation S PERMANENT GLOBAL NOTEPermanent Global Note", together with the Regulation S Temporary Global Note, the "REGULATION Regulation S GLOBAL NOTEGlobal Note") on or after the expiration of the Restricted Period (the "RELEASE DATERelease Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Nonnon-U.S. United States Person within the meaning of Regulation S (a "REGULATION Regulation S CERTIFICATECertificate"), substantially in the form set forth in SECTION Section 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security non-global, fully registered form, without interest coupons, substantially in the form of EXHIBIT set forth in Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(C) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the DepositarySection 2.1(c), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provided (each, an "Institutional Accredited Investor Global Note may be represented by more than one certificateNote"). Upon such issuance, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Trustee shall register such Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on in the records name of the Trusteebeneficial owner or owners of such note (or the nominee of such beneficial owner or owners) and deliver the certificates for such Institutional Accredited Investor Notes to the respective beneficial owner or owners. Upon transfer of such Institutional Accredited Investor Notes to a QIB or to a Non-U.S. Person, as custodian such Institutional Accredited Investor Notes will, unless the Rule 144A Global Note, in the case of a transfer to a QIB, or the Regulation S Global Note, in the case of a transfer to a Non-U.S. Person, has previously been exchanged for Definitive Securities pursuant to Section 2.1(e), be exchanged for an interest in a Global Security pursuant to the Depositary or its nominee, as hereinafter providedprovisions of Section 2.6. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note Notes will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13, 1998, among the Company, Chase Additional Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold to the qualified institutional buyers (as defined shall be in Rule 144A under the Securities Act ("RULE 144A")) in the United States of America (the "RULE 144A Note") will be issued on the Issue Date in substantially the form of a permanent global Security substantially set forth in the form of EXHIBIT AA hereto, which is hereby incorporated by reference and made a part of this Indenture, together with the Exchange Notes shall be in substantially the form set forth in EXHIBIT B hereto, which is hereby incorporated by reference and made a part of this Indenture and the Private Exchange Notes shall be in substantially the form set forth in EXHIBIT C hereto, which is hereby incorporated by reference and made a part of this Indenture. Initial Securities and Additional Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A will be issued initially in the form of a permanent global Security, including appropriate legends as set forth in SECTION 2.1(C) below (the a "RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the DepositarySecurities Custodian, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The A Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Securities Custodian or its nominee, as hereinafter provided. Initial Securities offered and Additional Securities offered, sold and resold outside the United States of America to Persons other than U.S. Persons ("REGULATION S NOTE"as defined in Regulation S) in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date initially in the form of a temporary permanent global Security, without interest coupons, substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(C) below (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositarySecurities Custodian, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The A Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Securities Custodian or its nominee, as hereinafter provided. Initial Securities or Additional Securities resold after an initial resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and or (7) under the Securities Act) who are not QIBs ("IAIS") in the United States of America (in accordance with the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") procedure described herein will be initially issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the an "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the DepositarySecurities Custodian, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The An Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Securities Custodian or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the a Rule 144A Global Note, the a Regulation S Global Note and the or an Institutional Accredited Investor Note will be issued initially in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this IndentureSecurity, deposited with the Trustee Securities Custodian as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(C) below (the an "EXCHANGE GLOBAL NOTE"). The An Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the Depositarymaximum principal amount to be represented by a single certificate. The Private Exchange Notes exchanged for interests in a Rule 144A Global Note, a Regulation S Global Note or an Institutional Accredited Investor Note will be issued initially in the form of a permanent global Security, deposited with the Securities Custodian as hereinafter provided, including the appropriate legend set forth in SECTION 2.1(C) below (a "PRIVATE EXCHANGE GLOBAL NOTE"). A Private Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global NoteNotes, the Regulation S Global NoteNotes, the Institutional Investor Global Notes, the Exchange Global Note Notes and the Institutional Accredited Investor Private Exchange Global Note Notes are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The Except as described in the succeeding two sentences, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company Issuer maintained for such purpose in The City of New York, or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option of the CompanyIssuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Securities represented by a Global Security (iiincluding principal and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C)) below. The Company Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A A, EXHIBIT B and EXHIBIT B C are part of the terms of this Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. Notwithstanding anything to the contrary, there is no sinking fund.

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a the Purchase Agreement, dated July 13, 1998, among the Company, Chase Securities Inc. and BancBoston Securities Inc. . The Initial Securities offered and sold Notes will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE “Rule 144A"”)) in reliance on Rule 144A (“QIBs”) and (B) Non-U.S. Persons in reliance upon Regulation S under the Securities Act (“Regulation S”). Such Initial Notes may thereafter be transferred to among others, QIBs, Non-U.S. Persons in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in reliance on the procedure described herein. Initial Notes offered and sold to the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "RULE “Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global Security Note, without interest coupons, substantially in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) hereof (the "RULE “Rule 144A GLOBAL NOTE"Global Note”), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America ("REGULATION the “Regulation S NOTE"Note”) in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Note substantially in the form set forth in EXHIBIT Aof Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security hereof (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such “Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note”), a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (“IAIs”) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A hereto (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE"“Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(C) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES“Global Notes." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3Section 2.3 hereof; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Notes represented by a Global Note (iiincluding principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities Any Subsequent Notes shall be in the form of EXHIBIT A. Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibit A AND B hereto and in SECTION 2.1(C)Section 2.1(c) hereof. The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in EXHIBIT Exhibit A and EXHIBIT B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13April 7, 1998, 2004 among the Company, Chase Securities Inc. the Guarantor and BancBoston Securities Inc. Initial Securities offered and sold Representatives to the Initial Purchasers. The Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in reliance on the procedure described herein. Initial Notes offered and sold to the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security Note, without interest coupons, substantially in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) hereof (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Note substantially in the form set forth in EXHIBIT Aof Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security hereof (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (the "IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A hereto (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT BExhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.01(c) hereof (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Notes." The Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3Section 2.03 hereof; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Notes represented by a Global Note (iiincluding principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities Any Subsequent Notes shall be in the form of EXHIBIT A. Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibit A AND hereto and Exhibit B hereto and in SECTION 2.1(C)Section 2.01(c) hereof. The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in EXHIBIT Exhibit A hereto and EXHIBIT Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13October 9, 19982002, among the Company, Chase Securities Inc. the Guarantor and BancBoston Securities Inc. the Initial Securities offered and sold Purchasers. The Initial Notes will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE “Rule 144A"”)) in reliance on Rule 144A (“QIBs”) and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in reliance on the procedure described herein. Initial Notes offered and sold to the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "RULE “Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global Security Note, without interest coupons, substantially in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) hereof (the "RULE “Rule 144A GLOBAL NOTE"Global Note”), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America ("REGULATION the “Regulation S NOTE"Note”) in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Note substantially in the form set forth in EXHIBIT Aof Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security hereof (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such “Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note”), a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (“IAIs”) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A hereto (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE"“Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT BExhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) hereof (the "EXCHANGE GLOBAL NOTE"“Exchange Global Note”). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES“Global Notes." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3Section 2.3 hereof; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Notes represented by a Global Note (iiincluding principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities Any Subsequent Notes shall be in the form of EXHIBIT A. Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibit A AND hereto and Exhibit B hereto and in SECTION 2.1(C)Section 2.1(c) hereof. The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in EXHIBIT Exhibit A hereto and EXHIBIT Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a Note Purchase Agreement, dated July 13August 12, 19982004, among the CompanyDeutsche Bank Securities Inc., Chase Credit Suisse First Boston LLC, X.X. Xxxxxx Securities Inc., NatCity Investments, Inc. and BancBoston Securities Inc. Scotia Capital (USA) Inc., as initial purchasers (collectively, the "Initial Securities offered Purchasers"), the Company and sold the Guarantors. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $415,000,000. In addition, the Company may issue, from time to time in accordance with the qualified institutional buyers provisions of this Indenture, Additional Notes. The Initial Notes and Additional Notes will be resold initially only to (as defined A) QIBs in reliance on Rule 144A under the Securities Act ("RULE Rule 144A") and (B) Non-U.S. Persons in reliance on Regulation S under the Securities Act ("Regulation S"). Such Initial Notes and Additional Notes may thereafter be transferred to, among others, QIBs, Non-U.S. Persons and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act who are not QIBs ("IAIs")) in accordance with the procedures set forth herein. Initial Notes and Additional Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the each, a "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security Global Note, without interest coupons, substantially in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(b) hereof (the a "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian DTC (or to or for the Depositarybenefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note Notes representing the Initial Notes or Additional Notes may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, DTC as hereinafter provided. Initial Securities Notes and Additional Notes offered and sold outside the United States of America ("REGULATION S NOTE") in reliance on Regulation S under the Securities Act (each, a "REGULATION SRegulation S Note") will be issued on the Issue Date in the form of a temporary global SecurityNote, without interest coupons, substantially in the form set forth in EXHIBIT AExhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(b) hereof (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) deposited with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note DTC (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian or for the Depositarybenefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note Notes representing the Initial Notes or Additional Notes may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, DTC as hereinafter provided. Initial Securities Notes that may be resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) IAIs in the United States (each, an "IAI Note"), will be issued in the form of America (definitive fully registered Notes, without interest coupons, substantially in the "INSTITUTIONAL ACCREDITED INVESTOR NOTE"form set forth in Exhibit A hereto, including appropriate legends as set forth in Section 2.1(b) hereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided and delivered to the respective IAIs. Exchange Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the IAI Note, if any, will be issued in the form of a permanent global Security Global Note substantially in the form of EXHIBIT AExhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, together deposited with DTC (or to or for the benefit of its nominee), as hereinafter provided, including the appropriate legends as legend set forth in SECTION 2.1(CSection 2.1(b)(ii) hereof (the each, an "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEExchange Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided). The Institutional Accredited Investor Exchange Global Note Notes may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Exchange Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, DTC as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(C) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Each Rule 144A Global Note, the each Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor each Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Notes." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose Notes issued pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option Section 2.1(d)(vii) hereof in exchange for or upon transfer of the Company, each installment of interest beneficial interests in a Global Note may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. permanent certificated Notes, without interest coupons, in substantially the form set forth in Exhibit A or Exhibit B, as appropriate, including appropriate legends set forth in Section 2.1(b) hereof (the "Definitive Notes"). Definitive Notes issued in exchange for beneficial interests in the Rule 144A Global Note as hereinafter referred to as "Rule 144A Definitive Notes." Definitive Notes issued in exchange for beneficial interests in the Regulation S Global Note are hereinafter referred to as "Regulation S Definitive Notes." Definitive Notes issued to IAIs are hereinafter referred to as "IAI Definitive Notes." The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibit A AND and Exhibit B hereto and in SECTION 2.1(C)Section 2.1(b) hereof. The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 1319, 19982000, among the Company, the Guarantors, Chase Securities Manhattan International Limited, Bank of America International Limited, ABN AMRO Incorporated, First Chicago Limited, Donaxxxxx, Xxfkxx & Xenrxxxx Xxxernational and Scotia Capital (USA) Inc. and BancBoston Securities Inc. (collectively, the "Initial Purchasers") The Initial Securities offered and sold will be resold by the Initial Purchasers initially only to the qualified institutional buyers (as defined A) QIBs in reliance on Rule 144A under the Securities Act ("RULE Rule 144A") and (B) Non-U.S. Persons in reliance on Regulation S under the Securities Act ("Regulation S"). Such Initial Securities may thereafter be transferred to, among others, QIBs, Non-U.S. Persons and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act who are not QIBs ("IAIs")) in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the each, a "RULE Rule 144A Note") will be issued on the Issue Closing Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the a "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the Book-Entry Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Book-Entry Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION S NOTE") in reliance on Regulation S under the Securities Act (each, a "REGULATION SRegulation S Note") will be issued on the Issue Closing Date in the form 19 of a temporary permanent global Security, without interest coupons, substantially in the form set forth in EXHIBIT Exhibit A, which are is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Book-Entry Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Book-Entry Depositary or its nominee, as hereinafter provided. On the Closing Date a similar global Security to represent Initial Securities that may be resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) IAIs in the United States of America (the each, an "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") ), will be issued in the form of a single permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT set forth in Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") ), deposited with the Trustee, as custodian for the Book- Entry Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Book-Entry Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note Note, if any, will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee Book-Entry Depositary as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the each, an "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made on the records of the Book-Entry Depositary as hereinafter provided. Each Rule 144A Global Note, the each Regulation S Global Note, the Exchange each Institutional Accredited Investor Global Note and the Institutional Accredited Investor each Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms."

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13, 1998, among the Company, Chase Additional Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold to the qualified institutional buyers (as defined shall be in Rule 144A under the Securities Act ("RULE 144A")) in the United States of America (the "RULE 144A Note") will be issued on the Issue Date in substantially the form of a permanent global Security substantially set forth in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with and the Exchange Securities shall be in substantially the form set forth in Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture. Initial Securities and Additional Securities offered, sold, and resold to QIBs in the United States of America in reliance on Rule 144A will be issued initially in the form of a permanent global Security, including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) below (the each, a "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The A Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered and Additional Securities offered, sold and resold outside the United States of America ("REGULATION S NOTE") to Non-U.S. Persons in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date initially in the form of a temporary permanent global Security, without interest coupons, substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) below (each, a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The A Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities or Additional Securities resold after an initial resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and or (7) under the Securities Act) who are not QIBs (each, an "IAI") in the United States of America (in accordance with the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") procedure described herein will be initially issued in the form of a permanent global Security substantially in the form of EXHIBIT A(each, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the an "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The An Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the a Rule 144A Global Note, the a Regulation S Global Note and the or an Institutional Accredited Investor Note will be issued initially in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this IndentureSecurity, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) below (the each, an "EXCHANGE GLOBAL NOTEExchange Global Note"). The An Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global NoteNotes, the Regulation S Global NoteNotes, the Institutional Investor Global Notes and the Exchange Global Note and the Institutional Accredited Investor Global Note Notes are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The Except as described in the succeeding two sentences, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Securities represented by a Global Security (iiincluding principal and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C)Section 2.1(c) below. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Original Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13September 27, 19982000, among the Company, Company and Chase Securities Inc., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, Goldxxx, Xxchs & Co., Banc of America Securities LLC, Barclays Capital Inc. and BancBoston Deutsche Bank Securities Inc. Initial The Original Securities offered will be resold initially only to (A) QIBs in reliance on Rule 144A and sold to the qualified institutional buyers (B) Persons other than U.S. Persons (as defined in Rule 144A Regulation S under the Securities Act ("RULE 144ARegulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs, as defined below, in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities (and any Subsequent Series Securities) offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeSecurities Custodian, as hereinafter provided. Initial Securities (and any Subsequent Series Securities) offered and sold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Security substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security Exhibit A (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereofNote") appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositarySecurities Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeSecurities Custodian, as hereinafter provided. Initial Securities (and any Subsequent Series Securities) resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the DepositarySecurities Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeSecurities Custodian, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Original Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13November 19, 19982003, among the Company, Chase the Subsidiary Guarantors and X.X. Xxxxxx Securities Inc. and BancBoston Inc., as representative of the several initial purchasers listed in Schedule III thereto. The Original Securities Inc. Initial Securities offered and sold will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Security substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security Exhibit A (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereofNote") appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Original Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13, 1998, among in repayment of indebtedness under the Company, Chase Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold 's 2003 Credit Facility to the lenders under the 2003 Credit Facility who are either (1) accredited investors as defined in Rule 501 of Regulation D Promulgated under the Securities Act ("REGULATION D") in reliance on Rule 506 of Regulation D ("ACCREDITED INVESTORS") and (2) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("REGULATION S")) in reliance on Regulation S. Such Original Securities may after issuance be transferred to among others, qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE 144A")) in reliance on Rule 144A ("QIBS"), purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of Regulation D in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America (the "RULE 144A NoteNOTE") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold to Accredited Investors in the Depositary United States of America in reliance on Rule 506 of Regulation D who are not QIBs (the "ACCREDITED INVESTOR NOTE") will be issued on the Issue Date, and Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIS") in the United States of America will be issued, in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "ACCREDITED INVESTOR GLOBAL NOTE"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "REGULATION S NOTE") in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Security substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Accredited Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Payments in respect of Securities shall represented by a Global Security (including principal, premium and interest) will be in the form made by wire transfer of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture and, immediately available funds to the extent applicable, the Company and the Trustee, accounts specified by their execution and delivery of this Indenture, expressly agree to be bound by such termsDTC.

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13May 15, 1998, among the CompanyCompany and Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, Chase Securities Inc., and J.P. Xxxxxx Xxxurities Inc. and BancBoston Securities Inc. (the "Purchase Agreement"). Initial Securities Notes offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in the United States of America (the "RULE Rule 144A NoteNotes") will be issued on the Issue Date in the form of a single, permanent global Security in definitive, fully registered book-entry form substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and expressly made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Indenture (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), registered in the name of a nominee of the Depositary, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities Notes offered and sold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION Regulation S") will shall be issued on the Issue Date in the form of a temporary single, permanent global SecuritySecurity in definitive, without interest coupons, fully registered book-entry form substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security Exhibit A (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after registered in the expiration name of Cede & Co., as nominee of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE")Depositary, substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange deposited on behalf of the applicable beneficial owners the portion purchasers of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited Notes represented thereby with the Trustee, as custodian for the Depositary, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of the Euroclear System, or Cedel Bank, societe anonyme, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities Notes resold to institutional "accredited investors" (as defined in Rules Rule 501(a)(1), (2), (3) and or (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") will be issued in the form of a single, permanent global Security in definitive, fully registered book-entry form substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) 13 Exhibit A (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") registered in the name of a nominee of the Depositary deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT Bset forth in Exhibit B hereto, which is hereby incorporated by reference and expressly made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate applicable legend set forth in SECTION 2.1(CSection 2.1(c) hereof (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND B and in SECTION 2.1(C). B. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 136, 1998, 2005 among the Company, Chase Securities Inc. the Guarantor and BancBoston Securities Inc. Initial Securities offered and sold Representatives to the Initial Purchasers. The Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE “Rule 144A"”)) in reliance on Rule 144A (“QIBs”) and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in reliance on the procedure described herein. Initial Notes offered and sold to the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "RULE “Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global Security Note, without interest coupons, substantially in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) hereof (the "RULE “Rule 144A GLOBAL NOTE"Global Note”), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America ("REGULATION the “Regulation S NOTE"Note”) in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Note substantially in the form set forth in EXHIBIT Aof Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security hereof (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such “Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note”), a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (the “IAIs”) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A hereto (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE"“Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT BExhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.01(c) hereof (the "EXCHANGE GLOBAL NOTE"“Exchange Global Note”). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES“Global Notes." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3Section 2.03 hereof; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Notes represented by a Global Note (iiincluding principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities Any Subsequent Notes shall be in the form of EXHIBIT A. Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibit A AND hereto and Exhibit B hereto and in SECTION 2.1(C)Section 2.01(c) hereof. The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in EXHIBIT Exhibit A hereto and EXHIBIT Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities ---------------------- are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13April 27, 1998, among the Company, the Guarantors, Chase Securities Inc. and BancBoston Securities Xxxxxx Brothers Inc. Initial Securities offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in the --------- United States of America (the "RULE Rule 144A Note") will be issued on the Issue Date -------------- in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit ------- A, which is hereby incorporated by reference and made a part of this Indenture, - together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule -------------- ---- 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the Depositary, ---------------- duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the ----------------- Issue Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT Exhibit A, which are hereby incorporated --------- by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION Regulation S TEMPORARY GLOBAL NOTETemporary Global Note"). -------------- ---------------------------------- Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION Regulation S PERMANENT GLOBAL NOTEPermanent Global Note", together with the Regulation S Temporary ---------------------------------- Global Note, the "REGULATION Regulation S GLOBAL NOTEGlobal Note") on or after the expiration of the ------------------------ Restricted Period (the "RELEASE DATERelease Date") upon the receipt by the Trustee or its ------------ agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Nonnon-U.S. United States Person within the meaning of Regulation S (a "REGULATION Regulation S CERTIFICATECertificate"), substantially in the ------------------------ form set forth in SECTION Section 2.8. Upon receipt by the Trustee or Paying Agent of a ----------- Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION Section 2.2) shall ----------- authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") will be -------------------------------------- issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the -------------- "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as --------------------------------------------- custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global -------------- -------------------- Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." ----------------- The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVER----------- however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B ---------------- and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of -------------- the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to --------- --------- the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13May 14, 1998, 2003 among the Company, Chase Securities Inc. the Guarantor and BancBoston Securities Inc. Initial Securities offered and sold Representatives to the Initial Purchasers. The Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE “Rule 144A"”)) in reliance on Rule 144A (“QIBs”) and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in reliance on the procedure described herein. Initial Notes offered and sold to the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "RULE “Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global Security Note, without interest coupons, substantially in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) hereof (the "RULE “Rule 144A GLOBAL NOTE"Global Note”), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America ("REGULATION the “Regulation S NOTE"Note”) in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Note substantially in the form set forth in EXHIBIT Aof Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security hereof (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such “Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note”), a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (the “IAIs”) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A hereto (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE"“Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT BExhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.01(c) hereof (the "EXCHANGE GLOBAL NOTE"“Exchange Global Note”). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES“Global Notes." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3Section 2.03 hereof; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or Register. Payments in respect of Notes represented by a Global Note (iiincluding principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to an a U.S. dollar account located maintained by the payee with a bank in the United States maintained if such Holder elects payment by wire transfer by giving written notice to the payeeTrustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities Any Subsequent Notes shall be in the form of EXHIBIT A. Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibit A AND hereto and Exhibit B hereto and in SECTION 2.1(C)Section 2.01(c) hereof. The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in EXHIBIT Exhibit A hereto and EXHIBIT Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13March 12, 1998, by and among the Company, the Subsidiary Guarantors named on the signature pages thereto, Chase Securities Inc., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, BT Xxxx Xxxxx Incorporated and ING Baring (U.S.) Securities, Inc. and BancBoston Securities Inc. (the "Purchase Agreement"). Initial Securities offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE 144A")) QIBs in the United States of America (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT Exhibit A, which are is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION Regulation S TEMPORARY GLOBAL NOTETemporary Global Note"), deposited with the Trustee as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION Regulation S PERMANENT GLOBAL NOTEPermanent Global Note", together with the Regulation S Temporary Global Note, the "REGULATION Regulation S GLOBAL NOTEGlobal Note") on or after the expiration of the Restricted Period (the "RELEASE DATERelease Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Nonnon-U.S. United States Person within the meaning of Regulation S (a "REGULATION Regulation S CERTIFICATECertificate"), substantially in the form set forth in SECTION Section 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (each, as defined in SECTION Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules Rule 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Aset forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") ), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Bset forth in Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) hereof (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. Exhibit A hereto. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Original Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13March 1, 19982001, among the Company, Chase the Subsidiary Guarantors and the Initial Purchasers. The Original Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities offered and sold to the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "RULE Rule 144A Note") ), will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(C(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered offered, sold and sold resold outside the United States of America (the "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Security substantially in the form set forth in EXHIBIT of Exhibit A, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(C(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(C) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.principal

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13September 22, 1998, 2005 among the Company, Chase Securities Inc. the Guarantors and BancBoston Securities Inc. the Initial Securities offered and sold Purchaser. The Notes will be resold initially only to the (i) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE “Rule 144A"”)) in reliance on Rule 144A (“QIBs”) and (ii) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in reliance on the procedure described herein. Notes offered and sold to the Initial Purchaser, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "RULE “Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global Security Note, without interest coupons, substantially in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) hereof (the "RULE “Rule 144A GLOBAL NOTE"Global Note”), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America ("REGULATION the “Regulation S NOTE"Note”) in reliance on Regulation S under the Securities Act ("REGULATION S") will shall be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, Note substantially in the form set forth in EXHIBIT Aof Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.01(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security hereof (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such “Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note”), a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (the “IAIs”) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) Exhibit A hereto (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE"“Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than that one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of EXHIBIT BExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.01(c) hereof (the "EXCHANGE GLOBAL NOTE"“Exchange Global Note”). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Institutional Accredited Investor Global Note and the Institutional Accredited Investor Exchange Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The “Global Notes”. Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3Section 2.03 hereof; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall Payments in respect of Notes represented by a Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the form of EXHIBIT A. United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than the March 15 or September 15 next preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibit A AND B hereto and in SECTION 2.1(C)Section 2.01(c) hereof, provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company. The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in EXHIBIT Exhibit A and EXHIBIT B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a the Purchase Agreement, dated July 13, 1998, among the Company, Chase Securities Inc. and BancBoston Securities Inc. . Initial Securities offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE 144A")) in the United States of America (the "RULE 144A NoteNOTE") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT Exhibit A, which are is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security Security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Nonnon-U.S. United States Person within the meaning of Regulation S (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8Section 2.14. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a written order of the Company Order signed by two officers for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodianNote Custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian Note Custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation Regulations S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian Note Custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian Note Custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made ade on the records of the Trustee, as custodian Note Custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the DepositaryNote Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian Note Custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDED, HOWEVER, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13May 23, 19982001, among the Company, Chase X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Banc of America Securities LLC, Scotia Capital (USA) Inc., BNY Capital Markets, Inc. and BancBoston RBC Dominion Securities Inc. Corporation (collectively, the "INITIAL PURCHASERS"). The Initial Securities offered issued on the date hereof will be in an aggregate principal amount of $400,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, an aggregate principal amount of up to $100,000,000 of Additional Securities. The Initial Securities and sold Additional Securities will be resold by the Initial Purchasers initially only to the qualified institutional buyers (as defined A) QIBs in reliance on Rule 144A under the Securities Act ("RULE 144A")) in the United States of America and (the "RULE 144A Note"B) will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the "RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America ("REGULATION S NOTE") Non-U.S. Persons in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will Such Initial Securities and Additional Securities may thereafter be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE"transferred to, together with the Regulation S Temporary Global Noteamong others, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a QIBs, Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute Persons and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities ActAct who are not QIBs ("IAIS")) in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities and Additional Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the each, a "INSTITUTIONAL ACCREDITED INVESTOR NOTERULE 144A SECURITY") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT AA hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(C2.1(c) herein (the a "INSTITUTIONAL ACCREDITED INVESTOR RULE 144A GLOBAL NOTESECURITY") ), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Rule 144A Global Note Security may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Initial Securities and Additional Securities offered and sold outside the TrusteeUnited States in reliance on Regulation S (each, a "REGULATION S SECURITY") will be issued on the Issue Date in the form of a global Security, without interest coupons, substantially in the form set forth in EXHIBIT A hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as custodian for set forth in SECTION 2.1(c) herein (a "REGULATION S GLOBAL SECURITY"), deposited with DTC, duly executed by the Depositary Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Security may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Security may from time to time be increased or its nomineedecreased by adjustments made on the records of DTC as hereinafter provided. On the Issue Date a similar global Security to represent Initial Securities that may be resold to IAIs in the United States (each, an "INSTITUTIONAL ACCREDITED INVESTOR SECURITY"), will be issued in the form of a single global Security, without interest coupons, substantially in the form set forth in EXHIBIT A hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in SECTION 2.1(c) herein ("INSTITUTIONAL ACCREDITED INVESTOR GLOBAL SECURITY"), deposited with DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate amount of the Institutional Accredited Investor Global Security may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A NoteSecurity, the Regulation S Note Security and the Institutional Accredited Investor Note Security, if any, will be issued in the form of a permanent global Security substantially in the form of EXHIBIT BB hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee DTC as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(C2.1(c) herein (the each, an "EXCHANGE GLOBAL NOTESECURITY"). The Exchange Global Note Security may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate amount of the Exchange Global Security may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Each Rule 144A Global NoteSecurity, the each Regulation S Global NoteSecurity, the Exchange Global Note and the each Institutional Accredited Investor Global Note Security and each Exchange Global Security are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms."

Form, Dating and Terms. (a) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13June 25, 1998, among the Company, Chase Securities Inc. Inc., Xxxxxxx, Xxxxx & Co. and BancBoston Securities Inc. NatWest Capital Markets Limited. Initial Securities Notes offered and sold to the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in the United States of America (the "RULE Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities Notes offered and sold outside the United States of America ("REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a temporary permanent global Security, without interest coupons, substantially in the form set forth in EXHIBIT Exhibit A, which are is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereofNote") appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities Notes resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTEInstitutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEInstitutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities ---------------------- are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13January 14, 19981999, among the Company, the Guarantors, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Chase Securities Inc. and BancBoston Securities Inc. The Initial Securities offered and sold will be resold initially only to the (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE Rule 144A")) in reliance on Rule 144A ("QIBs") (B) institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs")and (C) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Initial Securities of each series offered and sold to QIBs in the United States of America in reliance on Rule 144A (the each, a "RULE Rule 144A Note") will be issued on the Issue Closing Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (the each, a "RULE Rule 144A GLOBAL NOTEGlobal Note"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note for each series may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note for each series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities of each series offered and sold outside the United States of America (each, a "REGULATION Regulation S NOTENote") in reliance on Regulation S under the Securities Act ("REGULATION S") will be issued on the Issue Closing Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT A, Exhibit A which are is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) (each, a "REGULATION Regulation S TEMPORARY GLOBAL NOTETemporary Global Note"). Beneficial interests in a the Regulation S Temporary Global Note of each series will be exchangeable for beneficial interests in a single permanent global security for such series (the each, a "REGULATION Regulation S PERMANENT GLOBAL NOTEPermanent Global Note", together with the applicable Regulation S Temporary Global NoteNote for such series, the "REGULATION Regulation S GLOBAL NOTE"Global Note" for such series) on or within a reasonable period after the expiration of the Restricted Period (the "RELEASE DATERelease Date") upon the receipt by the Trustee or its agent of a certificate (a "Regulation S Certificate") certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note of such series is a Non-U.S. non- United States Person (a "REGULATION S CERTIFICATE"), substantially in within the form set forth in SECTION 2.8. meaning of Regulation S. Upon receipt by the Trustee or Paying Agent of a Regulation S CertificateCertificate for any series, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note for such series and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note of such series covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global NoteNote for such series. Upon any exchange of a portion of a Regulation S Temporary Global Note of any series for a comparable portion of a Regulation S Permanent Global NoteNote for such series, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global NoteNote for such series, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global NoteNote for such series, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note of each series will be deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note of each series may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note of each series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Initial Securities resold of each series offered and sold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) IAIs in the United States of America will be issued on the Closing Date in non-global, fully registered form, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c), duly executed by the Company and authenticated by the Trustee as hereinafter provided (each, an "Institutional Accredited Investor Note"). Upon such issuance, the "INSTITUTIONAL ACCREDITED INVESTOR NOTE"Trustee shall register any such Institutional Accredited Investor Note in the name of the beneficial owner or owners of such note (or the nominee of such beneficial owner or owners) and deliver the certificates for such Institutional Accredited Investor Notes to the respective beneficial owner or owners. Upon transfer of such Institutional Accredited Investor Notes of any series to a QIB or to a Non-U.S. Person, such Institutional Accredited Investor Notes of such series will, unless the Rule 144A Global Note for such series, in the case of a transfer to a QIB, or the Regulation S Global Note for such series, in the case of a transfer to a Non-U.S. Person, has previously been exchanged for Definitive Securities of such series pursuant to Section 2.1(e), be exchanged for an interest in a Global Security of such series pursuant to the provisions of Section 2.6. Exchange Securities of each series exchanged for interests in the Rule 144A Note of such series, the Regulation S Note of such series and the Institutional Accredited Investor Notes of such series will be issued in the form of a permanent global Security substantially in the form of EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with including the appropriate legend set forth in SECTION 2.1(CSection 2.1(c) (the each, a "EXCHANGE GLOBAL NOTEExchange Global Note"). The Exchange Global Note for each series may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The Each Rule 144A Global NoteNote for any series, the each Regulation S Global Note, the Note for any series and each Exchange Global Note and the Institutional Accredited Investor Global Note for any series are sometimes collectively herein referred to as the "GLOBAL SECURITIES.Global Securities" for such series. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The the Borough of Manhattan in the City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION Section 2.3; PROVIDEDprovided, HOWEVERhowever, that, at the option of the Company, each -------- ------- installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) and; provided, further, that all payments with respect to the Securities, the Holders -------- ------- of which have given wire transfer instructions to an account located in the United States maintained Company and the Paying Agent prior to the applicable record date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the payeeHolders thereof. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities of each series shall be in the form of EXHIBIT Exhibit A. The Securities of each series may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS Exhibits A AND and B and in SECTION 2.1(CSection 2.1(c). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT Exhibit A and EXHIBIT Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated July 13March 6, 19982002, among between Salomon Smith Barney Inc. and the several other initial purchasers nxxxx xxxxxxx, xx xxxtial purchasers (collectively, the "Initial Purchasers") and the Company, Chase Securities Inc. and BancBoston Securities Inc. . The Initial Securities offered issued on the date hereof will be in an aggregate principal amount of $250,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities. The Initial Securities and sold Additional Securities will be resold initially only to the qualified institutional buyers (as defined A) QIBs in reliance on Rule 144A under the Securities Act ("RULE Rule 144A") and (B) Non-U.S. Persons in reliance on Regulation S under the Securities Act ("Regulation S"). Such Initial Securities and Additional Securities may thereafter be transferred to, among others, QIBs, Non-U.S. Persons and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act who are not QIBs ("IAIs")) in accordance with the procedures set forth herein. Initial Securities and Additional Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the each, a "RULE Rule 144A NoteSecurity") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form of EXHIBIT AExhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) hereof (the a "RULE Rule 144A GLOBAL NOTEGlobal Security"), deposited with the Trustee, as custodian DTC (or to or for the Depositarybenefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note Securities representing the Initial Securities or Additional Securities may be represented by more than one certificate, if so required by the DepositaryDTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, DTC as hereinafter provided. Initial Securities and Additional Securities offered and sold outside the United States of America ("REGULATION S NOTE") in reliance on Regulation S under the Securities Act (each, a "REGULATION SRegulation S Security") will be issued on the Issue Date in the form of a temporary global Security, without interest coupons, substantially in the form set forth in EXHIBIT AExhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with including appropriate legends as set forth in SECTION 2.1(CSection 2.1(c) hereof (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATESecurity"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) deposited with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note DTC (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian or for the Depositarybenefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note Securities representing the Initial Securities or Additional Securities may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities that may be resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) IAIs in the United States (each, an "IAI Security"), will be issued in the form of America (definitive fully registered Securities, without interest coupons, substantially in the "INSTITUTIONAL ACCREDITED INVESTOR NOTE"form set forth in Exhibit A hereto, including appropriate legends as set forth in Section 2.1(c) hereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided and delivered to the respective IAIs. Exchange Securities exchanged for interests in the Rule 144A Security, the Regulation S Security and the IAI Security, if any, will be issued in the form of a permanent global Security substantially in the form of EXHIBIT AExhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, together deposited with DTC (or to or for the benefit of its nominee), as hereinafter provided, including the appropriate legends as legend set forth in SECTION 2.1(CSection 2.1(c) (the hereof each, an "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTEExchange Global Security") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided). The Institutional Accredited Investor Exchange Global Note Securities may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Exchange Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the appropriate legend set forth in SECTION 2.1(C) (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Each Rule 144A Global NoteSecurity, the each Regulation S Global Note, the Security and each Exchange Global Note and the Institutional Accredited Investor Global Note Security are sometimes collectively herein referred to as the "GLOBAL SECURITIESGlobal Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A AND B and in SECTION 2.1(C). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms."