Common use of Form of Legend for Global Securities Clause in Contracts

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Section 205. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series and tranche designated herein and referred to in the within-mentioned Indenture. Deutsche Bank Trust Company Americas, As Trustee By Authorized Officer Section 206. Form of Master Global Security. (Face of Security) THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. [If DTC is the depositary, insert — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), TO THE COMPANY ISSUER, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. .] THIS SECURITY IS A GLOBAL MASTER NOTE WITHIN THE MEANING SPECIFIED HEREIN AND REPRESENTS AN INVESTMENT SECURITY WITHIN THE MEANING OF ARTICLE EIGHT OF THE INDENTURE REFERRED UNIFORM COMMERCIAL CODE (“NY UCC”). THIS SECURITY IS SUBJECT TO ON AND GOVERNED BY SECTION 8-202 OF THE REVERSE HEREOFNY UCC. TRANSFERS THE TERMS OF ANY SUPPLEMENTAL OBLIGATION REPRESENTED HEREBY ARE INCORPORATED BY REFERENCE TO THE APPLICABLE PRICING SUPPLEMENT. BY ACCEPTANCE OF THIS GLOBAL SECURITY SHALL BE LIMITED SECURITY, THE HOLDER IS DEEMED TO TRANSFERS IN WHOLE, BUT NOT IN PART, HAVE KNOWLEDGE OF SUCH TERMS AND TO NOMINEES OF DTC OR HOLD SUCH SUPPLEMENTAL OBLIGATION(S) SUBJECT TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOFSUCH TERMS. SECTION 203 Form NOMURA AMERICA FINANCE, LLC [Name of Trustee’s Certificate security] FULLY AND UNCONDITIONALLY GUARANTEED BY NOMURA HOLDINGS, INC. (Master Note) XXXXXX XXXXXXX FINANCE, LLC [Name of Authenticationsecurity] FULLY AND UNCONDITIONALLY GUARANTEED BY NOMURA HOLDINGS, INC. (Master Note) This Security is a Global Security within the meaning of the Indenture (as defined in Section 1 on the reverse hereof) and represents one or more Supplemental Obligations, as such term is defined in the Indenture, of Nomura America Finance, LLC, a Delaware limited liability company (hereinafter the “Company,” which term includes any successor Person under the Indenture), and Nomura Holdings, Inc., a corporation duly incorporated and existing under the laws of Japan (hereinafter the “Guarantor,” which term includes any successor Person under the Indenture). The Trusteeterms of each Supplemental Obligation are and will be reflected in this Security, the Company’s certificates and the Guarantor’s prospectus dated (as it may be supplemented by the prospectus supplement specified from time to time in the Distribution Agreement, dated , as it may be supplemented or amended from time to time, the “Prospectus”), relating to such Supplemental Obligation, and in pricing supplement(s) identified on Annex A attached hereto (each such pricing supplement, together with the Prospectus and any product-specific prospectus supplement designated therein (if applicable), a “Pricing Supplement”), which Pricing Supplement(s) are on file with the Trustee hereinafter referred to. With respect to each Supplemental Obligation, the description and terms of authentication such Supplemental Obligation contained in the applicable Pricing Supplement are hereby incorporated by reference herein and are deemed to be a part of this Security as of the Original Issue Date specified on Annex A. Each reference to “this Security” or a “Security of this series” includes and shall be in substantially deemed to refer to each Supplemental Obligation. With respect to each Supplemental Obligation, every term of this Security is subject to modification, amendment, supplementation or elimination through the following form: This is one incorporated terms of the applicable Pricing Supplement, whether or not the phrase “unless otherwise provided in the Pricing Supplement” or language of similar import precedes the term of this Security so modified, amended or eliminated. Without limiting the foregoing, in the case of each Supplemental Obligation, the Holder of this Security is directed to the applicable Pricing Supplement for a description of certain terms of such Supplemental Obligation, including the manner of determining the amount of cash payable or (if applicable) Securities deliverable at maturity and the method of determining, and the dates (if any) for the payment and resetting of, interest, if any, on such Supplemental Obligation (including, without limitation, information relating to any applicable interest rate, relevant securities, currency, commodities or other index or indices, any single security, currency or commodity or basket thereof of any combination of the series designated therein referred foregoing that may be relevant to in such determination), the within-mentioned Indenture. Dated: U.S. Bank National Associationdates, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate if any, on which the principal amount of and interest, if any, on such Supplemental Obligation is determined and payable, the amount payable upon any acceleration of such Supplemental Obligation and the principal amount of such Supplemental Obligation deemed to be Outstanding for purposes of determining whether Holders of the requisite principal amount of Securities which may be authenticated and delivered have made or given any request, demand, authorization, direction, notice, consent, waiver or other action under this Indenture is unlimited. The Securities may be issued in one or more series. The terms the Indenture, including any limitation on the ability of the Securities shall be established Holder to seek to collect amounts due hereunder. Terms that are used and not defined in or pursuant to one or more Company Resolutions. In this Security but that are defined in the event that such Securities Indenture are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, used herein as applicable, shall set forth:defined therein.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 3.1 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY (“DTC”) DEPOSITARY] TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. [THE NOMINEE OF THE DEPOSITARY] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC [THE DEPOSITARY] (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. [THE NOMINEE OF THE DEPOSITARY] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC[THE DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.[THE NOMINEE OF THE DEPOSITARY], HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO NOMINEES A NOMINEE OF DTC THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR THEREOF DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SUCCESSOR DEPOSITARY.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOFNAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY SHALL IN WHOLE OR IN PART MAY BE LIMITED TO TRANSFERS IN WHOLEREGISTERED, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE REVERSE HEREOFLIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. -18- 26 SECTION 203 Form of Trustee’s Certificate of Authentication205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee’s 's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. Dated: U.S. Bank National AssociationSTATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, as N.A., As Trustee By:_____________________________________________ Authorized Officer SECTION 206. FORM OF CONVERSION NOTICE. Conversion notices shall be in substantially the following form: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable To Read-Rite Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in Series. The aggregate accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount of Securities which may hereof, be authenticated issued and delivered under to the registered holder hereof unless a different name has been indicated below. If this Indenture Notice is unlimitedbeing delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. The Securities may If shares are to be issued in one the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) U.S. $ _________ Dated:___________________ ____________________________________________ ____________________________________________ Signature(s) must be guaranteed by a commercial bank or more series. The terms trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the Securities shall registered owner. ____________________________________________ Signature Guaranty ------------------------------------- --------------------------------------- (Name) Social Security or Other Taxpayer Identification Number ------------------------------------- (Address) ------------------------------------- Please print Name and Address (including zip code number) [The above conversion notice is to be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenturemodified, as applicableappropriate, shall set forth:for conversion into other securities or property of the Company.] ARTICLE THREE THE SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: UNLESS THIS CERTIFICATE SECURITY IS PRESENTED HELD BY AN AUTHORIZED REPRESENTATIVE THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) IN CUSTODY FOR THE BENEFIT OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENTBENEFICIAL OWNERS HEREOF, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR NOT TRANSFERABLE TO ANY PERSON IS WRONGFUL INASMUCH UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE REGISTERED OWNER HEREOFINDENTURE, CEDE & CO., HAS AN INTEREST HEREIN. (II) THIS SECURITY IS A GLOBAL SECURITY WITHIN MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE MEANING INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF AND (IV) THIS GLOBAL SECURITY SHALL MAY BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TRANSFERRED TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE DEPOSITORY WITH THE RESTRICTIONS SET FORTH IN PRIOR WRITTEN CONSENT OF THE INDENTURE REFERRED ISSUER. EXHIBIT D CERTIFICATE TO ON THE REVERSE HEREOF. SECTION 203 Form BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES United States Trust Company of Trustee’s New York 114 X. 00xx Xxxxxx Xxx Xxxx, XX 00000-0000 Xxxention: Corporate Trust Administration Re: 11% Senior Notes due 2009 (the "Securities"), of Global TeleSystems Europe B.V. This Certificate relates to Euro _______ principal amount of AuthenticationSecurities held in the form of* ___ a beneficial interest in a Global Security or* _______ Physical Securities by __________ (the "Transferor"). The Trustee’s certificates Transferor:* [ ] has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Physical Security or Physical Securities in definitive, registered form of authentication shall be authorized denominations and an aggregate number equal to its beneficial interest in substantially such Global Security (or the following form: This portion thereof indicated above); or [ ] has requested that the Registrar by written order to exchange or register the transfer of a Physical Security or Physical Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is one familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.06 of such Indenture, and that the transfer of the Securities does not require registration under the Securities Act of 1933, as amended (the "Act"), because*: [ ] Such Security is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.06 of the series designated therein referred Indenture). [ ] Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A. [ ] Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Act) which delivers a certificate to the Trustee in the within-mentioned form of Exhibit E to the Indenture. Dated: U.S. Bank National Association, as Trustee An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [ ] Such Security is being transferred in reliance on Regulation S under the Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [ ] Such Security is being transferred in reliance on Rule 144 under the Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [ ] Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act other than Rule 144A or Rule 144 or Regulation S under the Act to a person other than an institutional "accredited investor." An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. --------------------------------- [INSERT NAME OF TRANSFEROR] By: ----------------------------- [Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable Signatory] Date: _____________ *Check applicable box. EXHIBIT E Form of Certificate To Be Delivered in Series. The Connection with Transfers to Institutional Accredited Investors ---------------, ---- United States Trust Company of New York 114 X. 00xx Xxxxxx Xxx Xxxx, XX 00000-0000 Xxxention: Corporate Trust Administration Re: Global TeleSystems Europe B.V. (the "Company") Indenture (the "Indenture") relating to 11% Senior Notes due 2009 Ladies and Gentlemen: In connection with our proposed purchase of Euro _____ aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms 11% Senior Notes due 2009 (the "Notes") of Global TeleSystems Europe B.V., a Netherlands limited company (the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions"Company"), but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forthwe confirm that:

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated issued hereunder shall, in addition to the provisions contained in Sections 202 and delivered hereunder shall 203, bear a legend in substantially the following form: [IF A GLOBAL SECURITY, INSERT -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [IF A GLOBAL SECURITY TO BE HELD BY THE DEPOSITORY TRUST COMPANY, INSERT -- UNLESS THIS CERTIFICATE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SECTION 205. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING FORM OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS TRUSTEE'S CERTIFICATE OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of AuthenticationAUTHENTICATION. The Trustee’s 's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National AssociationCitibank, as Trustee By: Authorized Signatory N.A., ------------- AS TRUSTEE By ----------------------------- AUTHORIZED SIGNATORY ARTICLE 3 THREE THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. EVERY SECURITY DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS GLOBAL SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED ABOVE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Every Global Security authenticated and delivered hereunder shall shall, in addition to the provisions contained in Exhibit A, bear a legend in substantially the following form: UNLESS THIS CERTIFICATE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES NAME OF DTC OR TO A SUCCESSOR THEREOF NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH NOMINEE, EXCEPT IN THE INDENTURE REFERRED TO ON LIMITED CIRCUMSTANCES DESCRIBED IN THE REVERSE HEREOFINDENTURE. SECTION 203 203. Form of Trustee’s 's Certificate of Authentication. The Trustee’s 's certificates of authentication shall be in substantially the following form: Certificate of Authentication This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, ------------------------ as Trustee By: -------------------- Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Section 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association[ ], as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by pursuant to Section 301 for the Securities evidenced thereby301, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A MINIMUM PRINCIPAL AMOUNT OF $2,000 AND (1)(A) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (2) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. [If the Security is a Global Security and the Depository Trust Company is to be the Depositary therefor] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN A BENEFICIAL INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN NOTWITHSTANDING ANY INSTRUCTIONS TO THE MEANING OF CONTRARY TO THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY, THE ISSUER HAS THE RIGHT UNDER THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT COMPEL ANY BENEFICIAL OWNER THAT IS NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE QUALIFIED INSTITUTIONAL BUYER AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE THAT HAS NOT ACQUIRED ITS INTEREST IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH TERMS OF THE INDENTURE TO SELL ITS INTEREST IN THE INDENTURE REFERRED SECURITIES, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER. THE ISSUER HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER OF AN INTEREST IN THE SECURITIES TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER AND IS NOT PROPOSING TO ACQUIRE AN INTEREST IN THE SECURITIES IN RELIANCE ON REGULATION S. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE REVERSE HEREOFHOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR TO A PERSON IN ANY PROVINCE OR TERRITORY OF CANADA BEFORE SUCH DATE THAT IS FOUR MONTHS AND A DAY AFTER THE ISSUANCE OF THE SECURITY.” Every Regulation S Global Security authenticated and delivered hereunder shall also bear a legend in substantially the following form: “UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT.” Section 205. SECTION 203 Form of Trustee’s Certificate of Authentication. The Subject to Section 614, the Trustee’s certificates certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National AssociationDEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Trustee By: Authorized Signatory ARTICLE 3 THREE THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOFNAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY SHALL IN WHOLE OR IN PART MAY BE LIMITED TO TRANSFERS IN WHOLEREGISTERED, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE REVERSE HEREOFLIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. -18- 26 SECTION 203 Form of Trustee’s Certificate of Authentication205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee’s 's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. Dated: U.S. Bank National AssociationSTATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, as N.A., As Trustee By:_____________________________________________ Authorized Officer SECTION 206. FORM OF CONVERSION NOTICE. Conversion notices shall be in substantially the following form: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable To Read-Rite Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in Series. The aggregate accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount of Securities which may hereof, be authenticated issued and delivered under to the registered holder hereof unless a different name has been indicated below. If this Indenture Notice is unlimitedbeing delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. The Securities may If shares are to be issued in one the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) U.S. $ _________ Dated:___________________ ____________________________________________ ____________________________________________ Signature(s) must be guaranteed by a commercial bank or more series. The terms trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the Securities shall registered owner. ____________________________________________ Signature Guaranty ------------------------------------- --------------------------------------- (Name) Social Security or Other Taxpayer Identification Number ------------------------------------- (Address) ------------------------------------- Please print Name and Address (including zip code number) [The above conversion notice is to be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenturemodified, as applicableappropriate, shall set forth:for conversion into other securities or property of the Company.] ARTICLE THREE THE SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING EXHIBIT D CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS TRANSFER OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLESECURITIES The Bank of New York 101 Xxxxxxx Xxxxxx, BUT NOT IN PARTFloor 21W New York, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form New York 10286 Re: 10 3/8% Senior Notes due 2009 (the "Securities"), of Trustee’s Hermes Europe Railtel B.V. This Certificate relates to $_______ principal amount of AuthenticationSecurities held in the form of* ___ a beneficial interest in a Global Security or* _______ Physical Securities by (the "Transferor"). The Trustee’s certificates Transferor:* [ ] has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Physical Security or Physical Securities in definitive, registered form of authentication shall be authorized denominations and an aggregate number equal to its beneficial interest in substantially such Global Security (or the following form: This portion thereof indicated above); or [ ] has requested that the Registrar by written order to exchange or register the transfer of a Physical Security or Physical Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is one familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.06 of such Indenture, and that the transfer of the Securities does not require registration under the Securities Act of 1933, as amended (the "Act"), because*: [ ] Such Security is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.06 of the series designated therein referred Indenture). [ ] Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A. [ ] Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Act) which delivers a certificate to the Trustee in the within-mentioned form of Exhibit E to the Indenture. Dated: U.S. Bank National Association, as Trustee An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [ ] Such Security is being transferred in reliance on Regulation S under the Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [ ] Such Security is being transferred in reliance on Rule 144 under the Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [ ] Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act other than Rule 144A or Rule 144 or Regulation S under the Act to a person other than an institutional "accredited investor." An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. ------------------------------ [INSERT NAME OF TRANSFEROR] By: --------------------------- [Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable Signatory] Date: ------------------- *Check applicable box. EXHIBIT E Form of Certificate To Be Delivered in Series. Connection with Transfers to Institutional Accredited Investors ---------------, ---- The Bank of New York 101 Xxxxxxx Xxxxxx, Floor 21W New York, New York 10286 Attention: Corporate Trust Administration Re: Hermes Europe Railtel B.V. (the "Company") Indenture (the "Indenture") relating to 10 3/8% Senior Notes due 2009 Ladies and Gentlemen: In connection with our proposed purchase of $ aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms 10 3/8% Senior Notes due 2009 (the "Notes") of Hermes Europe Railtel B.V., a Netherlands limited company (the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions"Company"), but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forthwe confirm that:

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following formform : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUERS OR ITS THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & &CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & &CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & &CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC CEDE &CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S 'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE REFERRED INDENTURE. EXHIBIT D CERTIFICATE TO ON THE REVERSE HEREOF. SECTION 203 Form BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES Re: Senior Notes (the "Securities") of Trustee’s R.A.B. Holdings, Inc. ----------------------------------------------------------- This Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred relates to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate $________ principal amount of Securities which may be authenticated held in the form of *__________ a beneficial interest in a Global Security or *___________ Physical Securities by _____________________ (the "Transferor"). The Transferor: * / / has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Physical Security or Physical Securities in definitive, registered form of authorized denominations and delivered an aggregate number equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or / / has requested that the Registrar by written order exchange or register the transfer of a Physical Security or Physical Securities. / / In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.16 of such Indenture, and that the transfer of the Securities does not require registration under this Indenture is unlimitedthe Securities Act of 1933, as amended (the "Act"), because*: [INSERT NAME OF TRANSFEROR] By: ------------------------------- [Authorized Signatory] Date: ------------------------------ *Check applicable box. The Securities may be issued in one or more seriesare (check one): / / 13% Senior Notes due 2008. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:/ / 6% Senior Notes due 2010.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY UNLESS AND UNTIL IT IS A GLOBAL SECURITY WITHIN EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN THE MEANING OF THE INDENTURE LIMITED CIRCUMSTANCES REFERRED TO ON IN THE REVERSE HEREOF. TRANSFERS OF INDENTURE, THIS GLOBAL SECURITY SHALL MAY NOT BE LIMITED TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO TRANSFERS IN WHOLE, BUT NOT IN PART, A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO NOMINEES THE DEPOSITARY OR ANOTHER NOMINEE OF DTC THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR THEREOF DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SUCCESSOR DEPOSITARY

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder and which has been offered and sold to qualified institutional buyers in transactions not involving a public offering, exempt from registration under the Securities Act, shall bear a legend in substantially the following form: THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. EACH PURCHASER OF THIS CERTIFICATE NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE DEPOSITORY TRUST SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (“DTC”A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. WITH RESPECT TO A TRANSFER DESCRIBED IN CLAUSE (II) ABOVE, THE HOLDER OF THIS NOTE ACKNOWLEDGES THAT THE COMPANY OR THE TRUSTEE MAY REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & COTRUSTEE. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & COEach Global Security authenticated and delivered hereunder shall bear such legend as shall be required by any relevant Depositary. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREINSection 206. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Subject to Section 612, the Trustee’s certificates certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association[Date] THE BANK OF NEW YORK MELLON TRUST COMPANY, INC., as Trustee By: By Authorized Signatory ARTICLE 3 THE SECURITIES SECTION Section 207. Securities Repayable at the Option of Holders. If the Company shall establish pursuant to Section 301 Amount Unlimited; Issuable that the Securities of a particular series are to be repaid before their Stated Maturity at the option of Holders thereof, then the face of such Securities may indicate the applicable Repayment Date(s) and Repayment Price(s), and such Securities may include the following provisions: If so indicated on the face of the Security, the Company may be required to repurchase the Security at the option of the Holder, in Serieswhole or in part, on the Repayment Date(s) and at the applicable Repayment Price(s) so indicated on the face hereof, plus accrued interest, if any, to the applicable Repayment Date. On or before the applicable Repayment Date, the Company shall deposit with the Trustee money sufficient to pay the applicable Repayment Price and any interest accrued on the portion of this Security to be tendered for repayment. On and after such Repayment Date, interest will cease to accrue on this Security or any portion hereof tendered for repayment. The aggregate repayment option may be exercised by the Holder of the Security for less than the entire principal amount of Securities which may hereof, but in that event, the principal amount hereof remaining outstanding after repayment must be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutionsan authorized denomination. In the event that such of repurchase of the Security in part only, a new Security or Securities are established pursuant of this series and of like tenor for the unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. In order for this Security to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securitiesbe repaid, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or Trustee must receive at least 60 days but not more indentures supplemental hereto, than 180 days prior to the issuance Repayment Date (i) the Security with the form entitled “Option to Elect Repayment” attached to the Security duly completed or (ii) a facsimile transmission or a letter from a member of Securities a national securities exchange or FINRA or a commercial bank or trust company in the United States setting forth the name of any seriesthe Holder of the Security, the principal amount of the Security, the principal amount of the Security to be repaid, the certificate number or a description of the tenor and terms of the Security, a statement that the option to elect repayment is being exercised thereby, and a guarantee that the Security to be repaid, together with the duly completed form entitled “Option to Elect Repayment” attached to the Security, will be received by the Trustee not later than the fifth Business Day after the date of such facsimile transmission or letter; however, such facsimile transmission or letter shall only be effective if the Security and duly completed form are received by the Trustee by such fifth Business Day. Such Company Resolutionsnotice, Officer’s Certificate or supplemental indentureonce given, as applicablewill be irrevocable unless waived by the Company. Unless otherwise indicated on the face hereof, shall set forth:this Security will not be subject to repayment at the option of the Holder.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING EXHIBIT D CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS TRANSFER OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLESECURITIES Re: 10 3/4% Senior Notes due 2011, BUT NOT IN PARTSeries A, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form and 10 3/4% Senior Notes due 2011, Series B (the "Securities"), of Trustee’s FiberMark, Inc. ---------------------------------------------------------------- This Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred relates to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate $____________ principal amount of Securities which may be authenticated and delivered under this Indenture is unlimitedheld in the form of* ____ a beneficial interest in a Global Security or* __________ Physical Securities by __________ (the "Transferor"). The Transferor:* / / has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Physical Security or Physical Securities may be issued in one definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Security (or more seriesthe portion thereof indicated above); or / / has requested that the Registrar by written order to exchange or register the transfer of a Physical Security or Physical Securities. The terms In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.16 of such Indenture, and that the transfer of this Securities does not require registration under the Securities Act of 1933, as amended (the "Act") because*: / / Such Security is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.16(a)(II)(A) or Section 2.16(d)(i)(A) of the Securities shall be established Indenture). / / Such Security is being transferred to a "qualified institutional buyer" (as defined in or pursuant Rule 144A under the Act), in reliance on Rule 144A. / / Such Security is being transferred to one or more Company Resolutions. In an institutional "accredited investor" (within the event that such Securities are established pursuant to Company Resolutionsmeaning of subparagraphs (a)(1), but such Company Resolutions do not set forth the final terms of such Securities(2), the establishment of such series of Securities shall be set forth in (a3) an Officer’s Certificate detailing such establishment or (b7) one of Rule 501 under the Act. / / Such Security is being transferred in reliance on Regulation S under the Act / / Such Security is being transferred in reliance on Rule 144 under the Act. / / Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act other than Rule 144A or more indentures supplemental heretoRule 144 or Regulation S under the Act to a person other than an institutional "accredited investor." ------------------------------------ [INSERT NAME OF TRANSFEROR] By: -------------------------------- [Authorized Signatory] Date: ------------------------------- *Check applicable box. EXHIBIT E Form of Certificate To Be Delivered in Connection with TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS -----------------, prior ---- Wilmington Trust Company 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: FiberMark, Inc. (the "Company") Indenture (the "Indenture") relating to 10 3/4% Senior Notes due 2011, Series A, and 10 3/4% Senior Notes due 2011, Series B ---------------------------------------------------------------- Ladies and Gentlemen: In connection with our proposed purchase of 10 3/4% Senior Notes due 2011, Series A, and 10 3/4Senior Notes due 2011, Series B (the issuance "Securities"), of Securities of any series. Such Company ResolutionsFiberMark, Officer’s Certificate or supplemental indentureInc. (the "Company"), as applicable, shall set forthwe confirm that:

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Every Global Security authenticated and delivered hereunder shall shall, in addition to the provisions contained in Exhibit A, bear a legend in substantially the following form: UNLESS THIS CERTIFICATE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON HEREIN AND IS REGISTERED IN THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES NAME OF DTC OR TO A SUCCESSOR THEREOF NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH NOMINEE, EXCEPT IN THE INDENTURE REFERRED TO ON LIMITED CIRCUMSTANCES DESCRIBED IN THE REVERSE HEREOFINDENTURE. SECTION 203 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: Certificate of Authentication This is one of the Securities of the series designated therein referred to in issued under the within-mentioned Indenture. Dated: U.S. The Bank National Associationof New York Mellon, as Trustee By: its Authorized Signatory Date: ARTICLE 3 THREE THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Section 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY COMPANY] (“DTC”[55 WATER STREET, NEW YORK, NEW YORK]) TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO. .] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC ([THE DEPOSITORY TRUST COMPANY] AND ANY PAYMENT IS MADE TO [CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC).], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS SINCE THE REGISTERED OWNER HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOFNAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOFCIRCUMSTANCES. SECTION 203 Form If Securities of Trustee’s Certificate a series are issuable in whole or in part in the form of Authenticationone or more Global Securities, as contemplated by Section 3.01, then, notwithstanding Clause (i) of Section 3.01 and the provisions of Section 3.02, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. The Trustee’s certificates Any endorsement of authentication a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 3.03, 3.04, 3.05 and 3.06, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in substantially the following form: This is one a Company Order (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel). The provisions of the Securities last sentence of Section 3.03 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the series designated therein referred Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms represented thereby, together with the written statement contemplated by the last sentence of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Section 3.03.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Section 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUERS OR ITS THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S 'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE REFERRED INDENTURE. EXHIBIT D CERTIFICATE TO ON THE REVERSE HEREOFBE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES Re: 10% Senior Discount Notes due 2008 (the "Securities") of LIN HOLDINGS CORP. SECTION 203 Form of Trustee’s This Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred relates to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate $_______ principal amount of Securities which may be authenticated and delivered under this Indenture is unlimitedheld in the form of* ___ a beneficial interest in a Global Security or* _______ Physical Securities by ______ (the "Transferor"). The Transferor:* [ ] has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Physical Security or Physical Securities may be issued in one definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Security (or more seriesthe portion thereof indicated above); or [ ] has requested that the Registrar by written order exchange or register the transfer of a Physical Security or Physical Securities. The terms In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.16 of such Indenture, and that the transfer of the Securities shall be established does not require registration under the Securities Act of 1933, as amended (the "Act"), because*: [ ] Such Security is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.16 of the Indenture). [ ] Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A. [ ] Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraph (a)(1), (2), (3) or pursuant (7) of Rule 501 under the Act) which delivers a certificate to one the Trustee in the form of Exhibit E to the Indenture. [ ] Such Security is being transferred in reliance on Rule 144 under the Act. [ ] Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act other than Rule 144A or more Company Resolutions. In Rule 144 under the event Act to a person other than an institutional "accredited investor." [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities are established pursuant Act accompanies this certification.] ------------------------------------------- [INSERT NAME OF TRANSFEROR] By: ---------------------------------------- [Authorized Signatory] Date: ---------------------- *Check applicable box. EXHIBIT E Form of Transferee Letter of Representation LIN HOLDINGS CORP. One Richmond Square, Suite 230E Providence, Rhode Island 02906 Ladies and Gentlemen: This certificate is delivered to Company Resolutions, but such Company Resolutions do not set forth request a transfer of $________ principal amount of the final terms 10% Senior Discount Notes due 2008 (the "Notes") of such SecuritiesLIN HOLDINGS CORP. ("Holdings"). Upon transfer, the establishment Notes would be registered in the name of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior the new beneficial owner as follows: Name: ---------------------------------------------- Address: ------------------------------------------- Taxpayer ID Number: -------------------------------- The undersigned represents and warrants to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forthyou that:

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend one or more of the appropriate legends in substantially the following formforms as relevant below: [IF THE SECURITY IS A RESTRICTED SECURITY, THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT [(A) BY THE INITIAL INVESTOR] (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF SUCH OFFSHORE JURISDICTION, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) [AND (B) BY SUBSEQUENT INVESTORS AS SET FORTH IN (A) ABOVE OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURI- TIES ACT], IN EACH CASE [(A) AND (B),] IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES [AND ANY JURISDICTIONS OUTSIDE THE UNITED STATES]. [IF THE SECURITY IS A REGULATION S SECURITY, THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [IF THE SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST COMPANY IS TO BE THE DEPOSITARY THEREFOR, THEN INSERT -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, TRANSFER EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:.]

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Section 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association[_____________________], as Trustee By: ________________________ Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUERS OR ITS THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S 'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE REFERRED INDENTURE. EXHIBIT D CERTIFICATE TO ON THE REVERSE HEREOFBE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES Re: 10% Senior Discount Notes due 2008 (the "Securities") of LIN HOLDINGS CORP. SECTION 203 Form of Trustee’s This Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred relates to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate $_______ principal amount of Securities which may be authenticated and delivered under this Indenture is unlimitedheld in the form of* ___ a beneficial interest in a Global Security or* _______ Physical Securities by ______ (the "Transferor"). The Transferor:* - has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Physical Security or Physical Securities may be issued in one definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Security (or more seriesthe portion thereof indicated above); or - has requested that the Registrar by written order exchange or register the transfer of a Physical Security or Physical Securities. The terms In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.16 of such Indenture, and that the transfer of the Securities shall be established in or pursuant to one or more Company Resolutions. In does not require registration under the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms Act of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture1933, as applicableamended (the "Act"), shall set forth:because*: - Such Security is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.16 of the Indenture).

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.04 OF THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The following legend shall appear on the face of each Global Security for which DTC is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Every Global Security authenticated and delivered hereunder shall shall, in addition to the provisions contained in Exhibit A, bear a legend in substantially the following form: UNLESS THIS CERTIFICATE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES NAME OF DTC OR TO A SUCCESSOR THEREOF NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH NOMINEE, EXCEPT IN THE INDENTURE REFERRED TO ON LIMITED CIRCUMSTANCES DESCRIBED IN THE REVERSE HEREOFINDENTURE. SECTION 203 203. Form of Trustee’s 's Certificate of Authentication. The Trustee’s 's certificates of authentication shall be in substantially the following form: Certificate of Authentication This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, [___________________________] as Trustee By: :___________________ Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 3.1 for the Securities evidenced therebythereby or as required by Applicable Procedures, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: [Insert, if applicable — UNLESS THIS CERTIFICATE NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] [Insert, if applicable — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National AssociationTHIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, as Trustee By: Authorized Signatory ARTICLE 3 AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company ResolutionsNAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF THE DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (1) BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR (2) BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR (3) BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. 57 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S 'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE REFERRED INDENTURE. EXHIBIT D CERTIFICATE TO ON THE REVERSE HEREOF. SECTION 203 Form BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES Re: 10 5/8% Senior Subordinated Notes due 2009 (the "Securities"), of Trustee’s General Chemical Industrial Products Inc. ---------------------------------------------------------------- This Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred relates to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate $_______ principal amount of Securities which may be authenticated and delivered under this Indenture is unlimitedheld in the form of* ___ a beneficial interest in a Global Security or* _______ Physical Securities by ______ (the "Transferor"). The Transferor:* [ ] has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Physical Security or Physical Securities may be issued in one definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Security (or more seriesthe portion thereof indicated above); or [ ] has requested that the Registrar by written order to exchange or register the transfer of a Physical Security or Physical Securities. The terms In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.16 of such Indenture, and that the transfer of the Securities shall be established does not require Registration under the Securities Act of 1933, as amended (the "Act"), because*: [ ] Such Security is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.16 of the Indenture). [ ] Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A. [ ] Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraph (a)(1), (2), (3) or pursuant (7) of Rule 501 under the Act) which delivers a certificate to one the Trustee in the form of Exhibit E to the Indenture. [ ] Such Security is being transferred in reliance on Rule 144 under the Act. [ ] Such Security is being transferred in reliance on and in compliance with an exemption from the Registration requirements of the Act other than Rule 144A or more Company Resolutions. In Rule 144 under the event Act to a person other than an institutional "accredited investor." [An Opinion of Counsel to the effect that such transfer does not require Registration under the Securities are established pursuant Act accompanies this certification.] -------------------------------- [INSERT NAME OF TRANSFEROR] By: ___________________________ [Authorized Signatory] Date: ________________________ *Check applicable box. EXHIBIT E Form of Transferee Letter of Representation General Chemical Industrial Products Inc. c/o U.S. Bank National Trust Association 000 X. Xxxxxx Drive Chicago, IL 60601 Attention: Corporate Trust Administration Dear Sirs: This certificate is delivered to Company Resolutions, but such Company Resolutions do not set forth request a transfer of $________ principal amount of the final terms 10 5/8% Senior Subordinated Notes due 2009 (the "Securities") of such SecuritiesGeneral Chemical Industrial Products Inc. (the "Company"). Upon transfer, the establishment Securities would be registered in the name of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior the new beneficial owner as follows: Name: _____________________________________ Address: __________________________________ Taxpayer ID Number: _______________________ The undersigned represents and warrants to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forthyou that:

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Section 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. The Bank National Associationof New York Mellon, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced therebythereby or as required by Applicable Procedures, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: [Insert, if applicable—UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S 'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] [Insert, if applicable—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. SECTION 203 THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] Section 203. Form of Trustee’s 's Certificate of Authentication. The Trustee’s 's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as Trustee By: Authorized Signatory ARTICLE 3 III THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S 'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE REFERRED INDENTURE. EXHIBIT D CERTIFICATE TO ON THE REVERSE HEREOF. SECTION 203 Form BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES Re: 11% Senior Subordinated Notes due 2009 (the "Securities") of Trustee’s GenTek Inc. This Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred relates to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate $_______ principal amount of Securities which may be authenticated and delivered under this Indenture is unlimitedheld in the form of* ___ a beneficial interest in a Global Security or* _______ Physical Securities by ______ (the "Transferor"). The Transferor:* [ ] has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Physical Security or Physical Securities may be issued in one definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Security (or more seriesthe portion thereof indicated above); or [ ] has requested that the Registrar by written order to exchange or register the transfer of a Physical Security or Physical Securities. The terms In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.16 of such Indenture, and that the transfer of the Securities shall be established does not require Registration under the Securities Act of 1933, as amended (the "Act"), because*: [ ] Such Security is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.16 of the Indenture). [ ] Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A. [ ] Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraph (a)(1), (2), (3) or pursuant (7) of Rule 501 under the Act) which delivers a certificate to one the Trustee in the form of Exhibit E to the Indenture. [ ] Such Security is being transferred in reliance on Rule 144 under the Act. [ ] Such Security is being transferred in reliance on and in compliance with an exemption from the Registration requirements of the Act other than Rule 144A or more Company Resolutions. In Rule 144 under the event Act to a person other than an institutional "accredited investor." [An Opinion of Counsel to the effect that such transfer does not require Registration under the Securities are established pursuant Act accompanies this certification.] -------------------------------- [INSERT NAME OF TRANSFEROR] By: ---------------------------- [Authorized Signatory] Date: --------------------------- *Check applicable box. EXHIBIT E Form of Transferee Letter of Representation GenTek Inc. c/o U.S. Bank National Trust Association 000 X. Xxxxxx Drive Chicago, IL 60601 Attention: Corporate Trust Administration Dear Sirs: This certificate is delivered to Company Resolutions, but such Company Resolutions do not set forth request a transfer of $________ principal amount of the final terms 11% Senior Subordinated Notes due 2009 (the "Securities") of such SecuritiesGenTek Inc. (the "Company"). Upon transfer, the establishment Securities would be registered in the name of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior the new beneficial owner as follows: Name:_______________________________ Address:____________________________ Taxpayer ID Number:_________________ The undersigned represents and warrants to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forthyou that:

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:THREE

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOFNAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY SHALL IN WHOLE OR IN PART MAY BE LIMITED TO TRANSFERS IN WHOLEREGISTERED, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE REVERSE HEREOFLIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE." SECTION 4.1. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one Section 301 of the Indenture is hereby amended by renumbering former clauses (12) through (15) as (13) through (16), and a new clause (12) is added, to read in its entirety as follows: "(12) if applicable, that any Securities of the series designated therein referred to shall be issuable in whole or in part in the within-mentioned form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;" SECTION 5.1. Section 305 of the Indenture is amended by adding the following paragraph to the end thereof: "The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Dated: U.S. Bank National Association(2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in Seriesaddition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. The aggregate principal amount (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities which may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities form of, and shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutionsbe, but such Company Resolutions do not set forth the final terms of such Securitiesa Global Security, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:3

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Every Global Security authenticated and delivered hereunder shall shall, in addition to the provisions contained in Exhibit A, bear a legend in substantially the following form: UNLESS THIS CERTIFICATE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES NAME OF DTC OR TO A SUCCESSOR THEREOF NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH NOMINEE, EXCEPT IN THE INDENTURE REFERRED TO ON LIMITED CIRCUMSTANCES DESCRIBED IN THE REVERSE HEREOFINDENTURE. SECTION 203 203. Form of Trustee’s 's Certificate of Authentication. The Trustee’s 's certificates of authentication shall be in substantially the following form: Certificate of Authentication This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, [___________________________] as Trustee By: :____________________ Authorized Signatory ARTICLE 3 THREE THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: [Insert, if applicable — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] [Insert, if applicable — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. SECTION 203 THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] Section 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National AssociationBANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following applicable form: [THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE ​ THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [INSERT THE FOLLOWING LEGEND IF A GLOBAL SECURITY AND THE DEPOSITARY TRUST COMPANY SERVES AS THE DEPOSITARY WITH RESPECT TO THE GLOBAL SECURITY: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCTHE DEPOSITARY), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form .] Section 205.Form of Trustee’s Certificate of Authentication. The Trustee’s certificates certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., As Trustee By:​ ​​ ​ Authorized Signatory Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:_________________ ​

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOFNAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY SHALL IN WHOLE OR IN PART MAY BE LIMITED TO TRANSFERS IN WHOLEREGISTERED, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE REVERSE HEREOFLIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. SECTION 203 Section 203. Form of Trustee’s 's Certificate of Authentication. ----------------------------------------------- The Trustee’s 's certificates of authentication shall be in substantially the following form: Certificate of Authentication ----------------------------- This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, ------------------ as Trustee By: :_______________ Authorized Signatory ARTICLE 3 Article Three THE SECURITIES SECTION 301 Amount UnlimitedSection 301. Title; Issuable in SeriesTerms. ------------ The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimitedlimited to $300,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906 or 1108. The Securities series may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior reopened subsequent to the issuance of the Securities of any and additional Securities issued. Any Securities issued pursuant to such reopening shall be consolidated with the outstanding Securities as a single series. Such The Securities shall be known and designated as the "7.45% Quarterly Interest Bonds Due 2032" of the Company. Their Stated Maturity shall be January 15, 2032, and they shall bear interest at the rate per annum of 7.45% from December 27, 2001, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal thereof is paid or made available for payment, payable quarterly on January 15, April 15, July 15 and October 15 of each year, commencing April 15, 2002. The principal of and premium, if any, and interest on the Securities (other than Global Securities) shall be payable at the office or agency of the Company Resolutionsin the Borough of Manhattan, Officer’s Certificate the City of New York maintained for such purpose and at any other office or supplemental indentureagency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as applicablesuch address shall appear in the Security Register. Payment of the principal of and premium, if any, and any interest on any Global Security will be made by transfer of immediately available funds to a bank account in the Borough of Manhattan, the City of New York designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Securities shall set forth:be redeemable as provided in Article Eleven. The initial Depositary for the Securities is The Depository Trust Company.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUERS OR ITS THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S 'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE REFERRED INDENTURE. EXHIBIT D CERTIFICATE TO ON THE REVERSE HEREOF. SECTION 203 Form BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES Re: 13% Senior Notes due 2008 (the "Securities") of Trustee’s R.A.B. Holdings, Inc. This Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred relates to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate $_______ principal amount of Securities which may be authenticated and delivered under this Indenture is unlimitedheld in the form of* ___ a beneficial interest in a Global Security or* _______ Physical Securities by ______ (the "Transferor"). The Transferor:* has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Physical Security or Physical Securities may be issued in one definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Security (or more seriesthe portion thereof indicated above); or has requested that the Registrar by written order exchange or register the transfer of a Physical Security or Physical Securities. The terms In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.16 of such Indenture, and that the transfer of the Securities shall be established in or pursuant to one or more Company Resolutions. In does not require registration under the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms Act of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture1933, as applicableamended (the "Act"), shall set forth:because*: Such Security is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.16 of the Indenture).

Form of Legend for Global Securities. Unless otherwise specified as contemplated by pursuant to Section 301 for the Securities evidenced thereby301, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A MINIMUM PRINCIPAL AMOUNT OF $2,000 AND (1)(A) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (2) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. [If the Security is a Global Security and the Depository Trust Company is to be the Depositary therefor] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN A BENEFICIAL INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN NOTWITHSTANDING ANY INSTRUCTIONS TO THE MEANING OF CONTRARY TO THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY, THE ISSUER HAS THE RIGHT UNDER THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT COMPEL ANY BENEFICIAL OWNER THAT IS NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE QUALIFIED INSTITUTIONAL BUYER AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE THAT HAS NOT ACQUIRED ITS INTEREST IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH TERMS OF THE INDENTURE TO SELL ITS INTEREST IN THE INDENTURE REFERRED SECURITIES, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER. THE ISSUER HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER OF AN INTEREST IN THE SECURITIES TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER AND IS NOT PROPOSING TO ACQUIRE AN INTEREST IN THE SECURITIES IN RELIANCE ON REGULATION S. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE REVERSE HEREOFHOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR TO A PERSON IN ANY PROVINCE OR TERRITORY OF CANADA BEFORE SUCH DATE THAT IS FOUR MONTHS AND A DAY AFTER THE ISSUANCE OF THE SECURITY.” Every Regulation S Global Security authenticated and delivered hereunder shall also bear a legend in substantially the following form: “UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT.” Section 205. SECTION 203 Form of Trustee’s Certificate of Authentication. The Subject to Section 614, the Trustee’s certificates certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Deutsche Bank National AssociationTrust Company Americas, not in its individual capacity but solely as Trustee By: Authorized Signatory ARTICLE 3 THREE THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOFNAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOFCIRCUMSTANCES. SECTION 203 Form If Securities of Trustee’s Certificate a series are issuable in whole or in part in the form of Authenticationone or more Global Securities, as contemplated by Section 3.01, then, notwithstanding Clause (i) of Section 3.01 and the provisions of Section 3.02, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. The Trustee’s certificates Any endorsement of authentication a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 3.03, 3.04, 3.05 and 3.06, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in substantially the following form: This is one a Company Order (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel). The provisions of the Securities last sentence of Section 3.03 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the series designated therein referred Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms represented thereby, together with the written statement contemplated by the last sentence of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Section 3.03.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend one or more of the appropriate legends in substantially the following formforms as relevant below: [IF THE SECURITY IS A RESTRICTED SECURITY, THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT [(A) BY THE INITIAL INVESTOR] (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE -26- 35 REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT [AND (B) BY SUBSEQUENT INVESTORS AS SET FORTH IN (A) ABOVE], IN EACH CASE [(A) AND (B),] IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES [AND OTHER JURISDICTIONS].] [IF THE SECURITY IS A REGULATION S SECURITY, THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON. UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [IF THE SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST COMPANY IS TO BE THE DEPOSITARY THEREFOR, THEN INSERT -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, TRANSFER EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SECTION 205. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s 's Certificate of Authentication. The Trustee’s 's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. --------------------------- The Bank National Associationof New York, as As Trustee By: By ------------------------------ Authorized Signatory ARTICLE 3 THREE THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Every Global Security authenticated and delivered hereunder shall shall, in addition to the provisions contained in Exhibit A, bear a legend in substantially the following form: UNLESS THIS CERTIFICATE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES NAME OF DTC OR TO A SUCCESSOR THEREOF NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH NOMINEE, EXCEPT IN THE INDENTURE REFERRED TO ON LIMITED CIRCUMSTANCES DESCRIBED IN THE REVERSE HEREOFINDENTURE. SECTION 203 203. Form of Trustee’s 's Certificate of Authentication. The Trustee’s 's certificates of authentication shall be in substantially the following form: Certificate of Authentication This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, [______________________] as Trustee By: :_____________________ Authorized Signatory Officer ARTICLE 3 THREE THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:SECURITIES

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. EVERY SECURITY DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS GLOBAL SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED ABOVE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SECTION 203. FORM OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS TRUSTEE'S CERTIFICATE OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of AuthenticationAUTHENTICATION. The Trustee’s 's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:.

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“"DTC”) "), TO THE COMPANY ISSUERS OR ITS THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS EXHIBIT D CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES Re: 12 1/2% Senior Subordinated Notes due 2007, Series A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLEand 12 1/2% Senior Subordinated Notes due 2007, BUT NOT IN PARTSeries B (the "Securities"), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Digital Television Services, LLC and DTS Capital, Inc. This Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred relates to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate $____________ principal amount of Securities which may be authenticated and delivered under this Indenture is unlimitedheld in the form of* ____ a beneficial interest in a Global Security or* ____ Physical Securities by ________________________________ (the "Transferor"). The Transferor:* [ ] has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depository a Physical Security or Physical Securities may be issued in one definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Security (or more seriesthe portion thereof indicated above); or [ ] has requested by written order that the Registrar exchange or register the transfer of a Physical Security or Physical Securities. The terms In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 2.06 of such Indenture, and that the transfer of such Security does not require registration under the Securities Act of 1933, as amended (the "Act"), because*: [ ] Such Security is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.16 of the Securities shall be established Indenture). [ ] Such Security is being transferred to a "qualified institutional buyer" (as defined in or pursuant Rule 144A under the Act), in reliance on Rule 144A. [ ] Such Security is being transferred to one or more Company Resolutions. In an institutional "accredited investor" (within the event that such Securities are established pursuant to Company Resolutionsmeaning of subparagraph (a)(1), but such Company Resolutions do not set forth the final terms of such Securities(2), the establishment of such series of Securities shall be set forth in (a3) an Officer’s Certificate detailing such establishment or (b7) one of Rule 501 under the Act). [ ] Such Security is being transferred in reliance on Regulation S under the Act. [ ] Such Security is being transferred in reliance on Rule 144 under the Act. [ ] Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act other than Rule 144A or more indentures supplemental heretoRule 144 or Regulation S under the Act to a person other than an institutional "accredited investor." --------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------ [Authorized Signatory] Date: ---------------------- *Check applicable box. EXHIBIT E Form of Certificate To Be Delivered in Connection with Transfers to Institutional Accredited Investors ---------------, prior ---- [Date] [Trustee's Name and Address] Attention: Corporate Trust Administration Re: Digital Television Services, LLC and DTS Capital, Inc. (the "Issuers") Indenture (the "Indenture") relating to 12 1/2% Senior Subordinated Notes due 2007, Series A, or 12 1/2% Senior Subordinated Notes due 2007, Series B Ladies and Gentlemen: In connection with our proposed purchase of 12 1/2% Senior Subordinated Notes due 2007, Series A, or 12 1/2% Senior Subordinated Notes due 2007, Series B (the issuance "Securities"), of Securities of any series. Such Company Resolutionsthe Issuers, Officer’s Certificate or supplemental indenture, as applicable, shall set forthwe confirm that:

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend one or more of the appropriate legends in substantially the following formforms as relevant below: [IF THE SECURITY IS A RESTRICTED SECURITY, THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT [(A) BY THE INITIAL INVESTOR] (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF SUCH OFFSHORE JURISDICTION, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) [AND (B) BY SUBSEQUENT INVESTORS AS SET FORTH IN (A) ABOVE OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT], IN EACH CASE [(A) AND (B),] IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES [AND ANY JURISDICTIONS OUTSIDE THE UNITED STATES]. [IF THE SECURITY IS A REGULATION S SECURITY, THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED SECURITY IS REGISTERED IN UNDER THE NAME OF CEDE & CO. SECURITIES ACT OR IN SUCH OTHER NAME AS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT AVAILABLE.] [IF THE SECURITY IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)A GLOBAL SECURITY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THEN INSERT -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IS REGISTERED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:NAME OF A DEPOSITARY OR A NOMINEE

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 Section 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. The Bank National Associationof New York Mellon Trust Company, N.A. as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION 203 -15- EX_4.1 Section 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National AssociationMUFG Union Bank, N.A., as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. SECTION Section 203 Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank Wilmington Trust, National Association, as Trustee By: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Signatory

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ON AND IS REGISTERED IN THE REVERSE HEREOFNAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY SHALL IN WHOLE OR IN PART MAY BE LIMITED TO TRANSFERS IN WHOLEREGISTERED, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE REVERSE HEREOFLIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. SECTION 203 Form of Trustee’s Certificate of Authentication205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee’s 's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. Dated: U.S. Bank National AssociationSTATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, as N.A. As Trustee By:_____________________________________ Authorized Officer SECTION 206. FORM OF CONVERSION NOTICE. Conversion notices shall be in substantially the following form: Authorized Signatory ARTICLE 3 THE SECURITIES SECTION 301 Amount Unlimited; Issuable To Cypress Semiconductor Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in Series. The aggregate accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount of Securities which may hereof, be authenticated issued and delivered under to the registered holder hereof unless a different name has been indicated below. If this Indenture Notice is unlimitedbeing delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. The Securities may If shares are to be issued in one the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in integral multiple of $1,000, if less than all) U.S. $_________ Dated: ___________ Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15. ________________________________________ Signature Guaranty Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder. ___________________________________ ________________________________________ (Name) Social Security or more series. Other Taxpayer Identification Number ___________________________________ (Address) ___________________________________ Please print Name and Address (including zip code number) [The terms above conversion notice is to be modified, as appropriate, for conversion into other securities or property of the Securities shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth:Company.]

Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced therebythereby or as required by Applicable Procedures, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: [Insert, if applicable — UNLESS THIS CERTIFICATE NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION (“DTC”) ), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] [Insert, if applicable — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. SECTION 203 Form THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] Section 203.Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: U.S. Bank National Association[____________], as Trustee By: :______________________ Authorized Signatory ARTICLE 3 Article III THE SECURITIES SECTION 301 Amount Section 301.Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms of the Securities There shall be established in or pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) a Board Resolution or pursuant to authority granted by a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer’s Certificate detailing such establishment Certificate, or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental indenture, as applicable, shall set forth: