Common use of FORM OF DEFINITIVE BEARER NOTE Clause in Contracts

FORM OF DEFINITIVE BEARER NOTE. [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1) [UNLESS BETWEEN INDIVIDUALS NOT ACTING IN THE CONDUCT OF A BUSINESS OR PROFESSION, EACH TRANSACTION REGARDING THIS NOTE WHICH INVOLVES THE PHYSICAL DELIVERY THEREOF WITHIN, FROM OR INTO THE NETHERLANDS, MUST BE EFFECTED (AS REQUIRED BY THE DUTCH SAVINGS CERTIFICATES ACT (WET INZAKE SPAARBEWIJZEN) OF 21 MAY 1985 (AS AMENDED)) THROUGH THE MEDIATION OF THE ISSUER OR A MEMBER FIRM OF EURONEXT AMSTERDAM N.V., ADMITTED IN A FUNCTION ON ONE OR MORE OF THE MARKETS OR SYSTEMS OPERATED BY EURONEXT AMSTERDAM N.V. (EURONEXT MEMBER) AND MUST BE RECORDED IN A TRANSACTION NOTE WHICH INCLUDES THE NAME AND ADDRESS OF EACH PARTY TO THE TRANSACTION, THE NATURE OF THE TRANSACTION AND THE DETAILS AND SERIAL NUMBER OF THIS NOTE.](2) [PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. (A private company with limited liability incorporated under the laws of the Netherlands and having its corporate seat in Amsterdam, the Netherlands) (the “Issuer”)/ PT PORTUGAL SGPS, S.A. (a company incorporated with limited liability under the laws of Portugal) (the “Issuer”)](3) [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] guaranteed by OI S.A. (the “Guarantor”) (a company organised with limited liability under the laws of the Federative Republic of Brazil) This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the Issuer (“Notes”). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as

FORM OF DEFINITIVE BEARER NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1) CODE. [UNLESS BETWEEN INDIVIDUALS NOT ACTING IN THE CONDUCT OF A BUSINESS OR PROFESSION, EACH TRANSACTION REGARDING THIS NOTE WHICH INVOLVES THE PHYSICAL DELIVERY THEREOF WITHIN, FROM OR INTO THE NETHERLANDS, MUST BE EFFECTED (AS REQUIRED BY THE DUTCH SAVINGS CERTIFICATES ACT (WET INZAKE SPAARBEWIJZEN) OF 21 MAY 1985 (AS AMENDED)) THROUGH THE MEDIATION OF THE ISSUER OR A MEMBER FIRM AN ADMITTED INSTITUTION OF EURONEXT AMSTERDAM N.V., N.V. ADMITTED IN A FUNCTION ON ONE OR MORE OF THE MARKETS OR SYSTEMS OPERATED BY EURONEXT AMSTERDAM N.V. (EURONEXT MEMBERTOEGELATEN INSTELLING) AND MUST BE EITHER BE: (1) FOR NOTES QUALIFYING AS COMMERCIAL PAPER BETWEEN INDIVIDUALS OR LEGAL ENTITIES WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR TRADE (WHICH INCLUDES BANKS, DEALERS, INSURANCE COMPANIES, PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH REGULARLY, AS AN ANCILLARY ACTIVITY, INVEST IN SECURITIES); OR, IN ANY OTHER CASE (2) RECORDED IN A TRANSACTION NOTE WHICH INCLUDES THE NAME AND ADDRESS OF EACH PARTY TO THE TRANSACTION, THE NATURE OF THE TRANSACTION AND THE DETAILS AND SERIAL NUMBER OF THIS NOTE.](2NOTE.]1 [The legend should be placed on zero coupon or discounted Notes and Notes on which interest only become due and at maturity and which are (a) [not listed on the Official Segment of Euronext Amsterdam N.V.'s stock market and (b) issued within The Netherlands, or issued outside The Netherlands and distributed within The Netherlands in the course of initial distribution or immediately thereafter.] PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. (A private company with limited liability incorporated under the laws of the The Netherlands and having its corporate statutory seat in Amsterdam, the The Netherlands) (the “Issuer”)/ PT PORTUGAL SGPS, S.A. (a company incorporated with limited liability under the laws of Portugal) (the “Issuer”)](3"Issuer") [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] guaranteed by OI S.A. (the “Guarantor”) (a company organised with limited liability under the laws of the Federative Republic of Brazil) This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the Issuer (“"Notes”"). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (asas defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified by the relevant information (appearing in the Pricing Supplement (the "Pricing Supplement")) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Pricing Supplement, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed dated 17th December, 1998 (the "Principal Trust Deed") and made between the Issuer, Portugal Telecom, SGPS S.A. (formerly called Portugal Telecom, S.A.) ("PT") and Citicorp Trustee Company Limited as trustee for the holders of the Notes (the "Trustee") as modified by the First Supplemental Trust Deed dated 19th September, 2000 made between the Issuer, PT, PT Comunicações, S.A. and the Trustee, the Second Supplemental Trust Deed dated 20th December, 2000 made between the Issuer, PT, PTC and the Trustee, the Third Supplemental Trust Deed dated 4th February, 2002 made between the Issuer, PT, PTC and the Trustee and the Fourth Supplemental Trust Deed dated 29th April, 2003 made between the Issuer, PT, PTC and the Trustee (the Principal Trust Deed as so modified and as further modified and/or supplemented and/or restated from time to time, the "Trust Deed"). The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on [each Instalment Date and] the Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed. This Note shall not be valid unless authenticated by Citibank, N.A., London office, as Principal Paying Agent.

FORM OF DEFINITIVE BEARER NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1CODE. [THIS NOTE RELATES TO NOTES WITH A MATURITY OF NOT MORE THAN 183 DAYS FROM THE DATE OF ISSUE. BY ACCEPTING THIS OBLIGATION THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) [UNLESS BETWEEN INDIVIDUALS OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING IN THE CONDUCT FOR OR ON BEHALF OF A BUSINESS OR PROFESSION, EACH TRANSACTION REGARDING THIS NOTE WHICH INVOLVES THE PHYSICAL DELIVERY THEREOF WITHIN, FROM OR INTO THE NETHERLANDS, MUST BE EFFECTED UNITED STATES PERSON (AS REQUIRED BY THE DUTCH SAVINGS CERTIFICATES ACT (WET INZAKE SPAARBEWIJZENOTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF 21 MAY 1985 THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER).](1) BEAR STEARNS GLOBAL ASSET HOLDINGS, LTD. (AS AMENDED)) THROUGH THE MEDIATION OF THE ISSUER OR A MEMBER FIRM OF EURONEXT AMSTERDAM N.V., ADMITTED IN A FUNCTION ON ONE OR MORE OF THE MARKETS OR SYSTEMS OPERATED BY EURONEXT AMSTERDAM N.V. (EURONEXT MEMBER) AND MUST BE RECORDED IN A TRANSACTION NOTE WHICH INCLUDES THE NAME AND ADDRESS OF EACH PARTY TO THE TRANSACTION, THE NATURE OF THE TRANSACTION AND THE DETAILS AND SERIAL NUMBER OF THIS NOTE.](2) [PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. (A private company with limited liability incorporated Inxxxxxxxted under the laws of the Netherlands and having its corporate seat in Amsterdam, the Netherlands) (the “Issuer”)/ PT PORTUGAL SGPS, S.A. (a company incorporated with limited liability under the laws of Portugal) (the “Issuer”)](3Cayman Islands) [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] Unconditionally and irrevocably guaranteed by OI S.A. THE BEAR STEARNS COMPANIES INC. (the “Guarantor”) (a company organised with limited liability under the laws Incorporated undex xxx xaws of the Federative Republic State of BrazilDelaware, United States of America) Series No. [ ] This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each ("Notes") of Bear Stearns Global Asset Holdings, Ltd. (the Issuer "Issuer") issued as Bearxx Xxxxs in the denomination[s] of [Specified Currency(ies) and Specified Denomination(s)] each [with Coupons] [and Receipts] [attached]. The Notes are unconditionally and irrevocably guaranteed by The Bear Stearns Companies Inc. (“Notes”the "Guarantor"). References herein to the Conditions thx Xxxxxtions shall be to the Terms and Conditions [endorsed hereon/set incorporated herein]/[set out in Schedule 1 to the Trust Deed Note Issuance Agreement (asas defined below) which shall be incorporated by reference herein and have effect as if set out hereon] as modified and supplemented by the Pricing Supplement (the "Pricing Supplement") (or the relevant provisions thereof) incorporated herein but, in the event of any conflict between the provisions of the said Terms and Conditions and the information in the Pricing Supplement, the Pricing Supplement will prevail. Words and expressions defined in the Conditions shall bear the