Common use of Forms Generally Clause in Contracts

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms established in the Officer's Certificate, the indenture supplemental hereto or the Board Resolution establishing such series, in any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requires, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in fully registered form and in substantially the such form or forms (including temporary or permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series (or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, any such Officer's Certificate or Board Resolution temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Chase Bank of Texas, National Association as Trustee By: ----------------------------------------- By ------------------------------------------- Authorized Officer Signatory" SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such 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 to reflect exchanges or redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series and a successor Depositary is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of, premium (if any) and interest on or any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form set forth in this Article, or forms in such other form as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. FOREST CITY ENTERPRISES, INC. No.__________ $________ CUSIP No. ____ Forest City Enterprises, Inc., a corporation duly organized and existing under the laws of Ohio (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________, or its registered assigns, the principal sum of ___________________ Dollars on ____ and to pay interest thereon from ____ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ____ and ____ in each year, commencing ____, at the rate of ____% per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ____ or ____ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee's , notice whereof shall be given to Holders of Securities of this series not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. Payment of the principal of (and premium, if any) and interest (including post-petition interest in any proceeding under any bankruptcy or insolvency law) on this Security will be made at the office or agency of the Company maintained for that purpose in the [NAME OF CITY, STATE], 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; 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 such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication shall be in substantially hereon has been executed by the form set forth below: This is one of the Securities of the series designated therein Trustee referred to in on the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESreverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be substantially in substantially the such form (including permanent global form) as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing or, to the extent established pursuant to rather than set forth in such seriesBoard Resolution, an Officer’s Certificate detailing such establishment, or in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company or any Attorney-in-Fact executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each series Security of such series, but an appropriate record of such action shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in delivered at or before the time of issuance of the first Security of such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONseries. The Trustee's certificate ’s certificates of authentication shall be in substantially the form set forth below: This is one in this Article. The definitive Securities shall be printed or may be produced in any other manner (provided that if any Securities are to be listed on any securities exchange, then in such manner as may be permitted by the rules of any such securities exchange), all as determined by the officers of the Securities Company or any Attorney-in-Fact executing such Securities, as evidenced by their execution of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESsuch Securities.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE BANK OF NEW YORK, as Trustee By: ----------------------------------------- ------------------------------- Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established pursuant to a Board Resolution, an Officers' Certificate or in the Officer's Certificate, the indenture one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification (including, without limitation, CUSIP numbers) and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If Any portion of the form or forms of Securities text of any series or Security may be set forth on the Guaranties to be endorsed thereon are established in reverse thereof, with an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to appropriate reference thereto on the Trustee at or prior to the delivery face of the Company Order Security. Unless otherwise specified as contemplated by Section 303 for 3.01, Bearer Securities shall have interest coupons attached and shall have the following statement in English on both the face of the obligation and on each interest coupon: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code." The Trustee's certificate of authentication and delivery of such Securities. The on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article 2. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202Form of Trustee's Certificate of Authentication. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 6.11, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- [ ], as Trustee By: ----------------------------------------- :__________________________ Authorized Officer ARTICLE THREE THE SECURITIESOfficer

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form set forth in this Article, or in such other forms as shall be established in the Officer's Certificate, the indenture by or pursuant to Board Resolutions or one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If the any form or forms of Securities of any series is established by action taken pursuant to Board Resolutions or the Guaranties to be endorsed thereon are established in one or more indentures supplemental hereto, a copy of an Officer's Certificate or a Board Resolution, appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The If Article Fourteen is to be applicable to Securities of any series, established as contemplated by Section 301, then Securities of each such series shall bear a notation of the Guarantee in substantially the form set forth in Section 204. For any other series of Securities, the Guarantee shall be issuable endorsed on the Securities and shall be substantially in registered the form without couponsestablished by or pursuant to Board Resolutions of the Guarantor in accordance with Section 301 or one or more indentures supplemental hereto. Notwithstanding the foregoing the notation of the Guarantee or the Guarantees to be endorsed on the Securities of any series may have such appropriate insertions, omissions, substitutions and other corrections from the forms thereof referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Directors or officers delivering the same, in each case as evidenced by such delivery. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESsuch

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen related coupons, if any, shall be in substantially the such form as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently consistent herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof such Securities or coupons. If A copy of an appropriate record of each action 14 23 taken pursuant to a Board Resolution establishing the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolutionand related coupons, such Officer's Certificate or Board Resolution if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 3.3 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONcoupons. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one in this Article and Section 6.14. Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, the Securities of each series will be issuable in registered form without coupons. If so provided pursuant to Section 3.1, the Securities of a series designated therein referred to shall be issuable solely in bearer form, or in both registered form and bearer form. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and coupons shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner as determined by the within-mentioned Indenture. -------------------------------------------- officers executing such Securities, as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESevidenced by their execution of such Securities.

Forms Generally. The definitive Securities of each series and the Guaranties Senior Subordinated Guarantees to be endorsed thereon as contemplated by Article Thirteen of each series shall be in fully registered form and in substantially the such form or forms (including temporary or permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or GuarantiesSenior Subordinated Guarantees to be endorsed thereon, as the case requiresmay be, as evidenced by their execution thereofof the Securities or Senior Subordinated Guarantees to be endorsed thereon, as the case may be. If temporary Securities and Senior Subordinated Guarantees of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities and Senior Subordinated Guarantees of any series (or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, any such Officer's Certificate or Board Resolution temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities with Senior Subordinated Guarantees of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- [ ], --------------------------------- as Trustee By: ----------------------------------------- By --------------------------------- Authorized Officer ARTICLE THREE Signatory." SECTION 203. Form of Senior Subordinated Guarantee. "SENIOR SUBORDINATED GUARANTEE For value received, each of the Guarantors named (or deemed herein to be named) below hereby jointly and severally unconditionally guarantees, on a senior subordinated basis to the Holder of the Security upon which this Senior Subordinated Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of the Company punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. The Senior Subordinated Guarantee of each Guarantor shall be subordinated in right of payment to the Senior Indebtedness of such Guarantor as provided in the Indenture. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Security or the Indenture, the absence of any action to enforce the same, any creation, exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other guarantee of, or any consent to departure from any requirement of any other guarantee of, all or of any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor-in- possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee or either of them with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Company or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Senior Subordinated Guarantee will not be discharged except by complete performance of the obligations contained in such Security and in this Senior Subordinated Guarantee. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Security, whether at their Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against each of the Guarantors to enforce this Senior Subordinated Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor agrees to pay to the Trustee for the accounts of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No reference herein to the Indenture and no provision of this Senior Subordinated Guarantee or of the Indenture shall alter or impair the Senior Subordinated Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Senior Subordinated Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holder of such Security against the Company in respect of any amounts paid by such Guarantor on account of such Security pursuant to the provisions of its Senior Subordinated Guarantee or the Indenture; provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on this Security and all other Securities issued under the Indenture shall have been paid in full. This Senior Subordinated Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make any assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Senior Subordinated Guarantee. The Guarantors or any particular Guarantor shall be released from this Senior Subordinated Guarantee upon the terms and subject to certain conditions provided in the Indenture. By delivery of a supplemental indenture to the Trustee in accordance with the terms of the Indenture, each Person that becomes a Guarantor after the date of the Indenture will be deemed to have executed and delivered this Senior Subordinated Guarantee for the benefit of the Holder of the Security upon which this Senior Subordinated Guarantee is endorsed, with the same effect as if such Guarantor were named below and had executed and delivered this Senior Subordinated Guarantee. All terms used in this Senior Subordinated Guarantee which are defined in the Indenture referred to in the Security upon which this Senior Subordinated Guarantee is endorsed shall have the meanings assigned to them in such Indenture. This Senior Subordinated Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Senior Subordinated Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature. Reference is made to Article Fourteen of the Indenture for further provisions with respect to this Senior Subordinated Guarantee. THIS SENIOR SUBORDINATED GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SECURITIESLAW OF THE STATE OF NEW YORK.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Dated: ----------------------------- as Trustee By: ----------------------------------------- ------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301 or clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Dated: --------------------------------- as Trustee By: ----------------------------------------- ------------------------------ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties Bearer Securities, if any, of each series and related coupons and the Global Securities, if any, issued pursuant to be endorsed thereon as contemplated by Article Thirteen this Indenture shall be in substantially the such form as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesof the Company or in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board ResolutionResolution of the Company, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Order of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article or Article Six. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in global and registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 614, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- The Chase Manhattan Bank, as Trustee By: ----------------------------------------- ---------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Order of the Company to be delivered pursuant to Sections 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Order of the Company. If the Order of the Company pursuant to Sections 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form set forth in this Article, or forms in such other form as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions sub situations and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requires, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] Penn Virginia Corporation No. $ Penn Virginia Corporation a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars on [if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as providing such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee's , notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , 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; 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 such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication shall be in substantially hereon has been executed by the form set forth below: This is one of the Securities of the series designated therein Trustee referred to in on the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESreverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The definitive Securities of each series shall be Registered Securities and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the such form or forms (including temporary or permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series (or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, any such Officer's Certificate or Board Resolution temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM 202.FORM OF TRUSTEE'S ’S CERTIFICATE OF AUTHENTICATION. The Trustee's ’s certificate of authentication shall be in substantially the form set forth belowfollowing form: “This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESBy AUTHORIZED OFFICER”

Forms Generally. The definitive Senior Debt Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be issuable as registered securities without coupons and in substantially the form such forms as shall be established by or forms established pursuant to a Board Resolution, or in the Officer's Certificateone or more indentures supplemental hereto, the indenture supplemental hereto or the Board Resolution establishing such seriespursuant to Section 3.01, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Senior Debt Securities Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or Depositary therefor, or as may, consistently herewith, be determined by the officers executing such Securities or GuarantiesSenior Debt Securities, as the case requires, all as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONexecution. The Trustee's certificate ’s certificates of authentication shall be in substantially the form set forth below: This is in Section 2.02 or Section 6.14. The Guarantee by the Guarantor to be endorsed on the Senior Debt Securities of each series (other than Senior Debt Securities issued by RBSG) shall be substantially in the form set forth in this Article, or as shall be established by or pursuant to a Board Resolution, or in one of more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Senior Debt Securities Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Securities officer or officers executing such Guarantees, as evidences by the officer’s or officers’ execution (whether by facsimile or otherwise) of the series designated therein referred to Guarantees. The definitive Senior Debt Securities and Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the within-mentioned Indenture. -------------------------------------------- rules of any securities exchange on which the Senior Debt Securities may be listed, all as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESdetermined by the officers executing such Senior Debt Securities, as evidenced by their execution thereof.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- --------------------------------- as Trustee By: ----------------------------------------- ------------------------------ Authorized Officer Signatory -13- ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form set forth in Exhibits A and B to this Indenture, or in such other form or forms (including permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesof the Company or in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture (but that does not affect or change the rights, duties or responsibilities of the Trustee), and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If temporary Securities are issued in global form as permitted by Section 3.04, the form thereof shall be established as provided in the preceding sentence. If the form or forms of Securities (or any such temporary global Security) of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board ResolutionResolution of the Company, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 3.03 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in (or any such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONtemporary global Security). The Trustee's certificate ’s certificates of authentication shall be in substantially the form set forth below: This is one in this Article. The definitive Securities shall be printed or lithographed or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Securities that are held by Participants through Euroclear or Clearstream. Any Securities of the a particular series designated therein referred to in the within-mentioned issued under this Indenture and any Exchange Securities subsequently issued for Securities of such series shall be treated as a single series for all purposes under this Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE CHASE MANHATTAN BANK, as Trustee By: ----------------------------------------- By _____________________________ Authorized Officer SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Cedel, to the extent of their interests therein. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. -------------------------------------------- Dated: ----------------------------- as Trustee By: ----------------------------------------- -------------------------- Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee By: ----------------------------------------- By --------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL as specified by the common depositary for such global securities.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form set forth in this Article, or forms in such other form as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, a Board Resolution or one or more indentures supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers Director or Directors executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their the Director’s or Directors’ execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by an authorized Director or officer of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONsecurities. The Trustee's certificate ’s certificates of authentication shall be in substantially the form set forth below: This is in this Article. Securities of any series offered and sold to qualified institutional buyers (as defined in Rule 144A under the Securities Act) (any such buyer, a “QIB”) in the United States of America (“Rule 144A Securities”) will be issued in the form of a permanent global bearer note, without interest coupons, substantially in the form set forth in Sections 202 and 203 (a “Rule 144A Global Security”) duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Security may be represented by more than one certificate. The aggregate principal amount of the Rule 144A Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided. Securities of any series offered and sold outside the series designated therein United States of America (“Regulation S Securities”) in reliance on Regulation S shall be issued in the form of a temporary global bearer note, without interest coupons, substantially in the form set forth in Sections 202 and 203 (a “Regulation S Temporary Global Security”). Beneficial interests in a Regulation S Temporary Global Security will be exchangeable for beneficial interests in a single permanent global bearer security (the “Regulation S Permanent Global Security,” together with the Regulation S Temporary Global Security, the “Regulation S Global Security”) on or after the expiration of the Restricted Period (the “Release Date”) upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Security is a non-United States Person within the meaning of Regulation S (a “Regulation S Certificate”), substantially in the form set forth in Section 206. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Authenticating Agent shall authenticate and deliver to the Trustee or its agent, the applicable Regulation S Permanent Global Security, and (ii) with respect to the first and all subsequent Regulation S Certificates, the Trustee or its agent shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Security covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Security. Upon any exchange of a portion of a Regulation S Temporary Global Security for a comparable portion of a Regulation S Permanent Global Security, the Trustee or its agent shall endorse on the schedules affixed to each of such Regulation S Global Security (or on continuations of such schedules affixed to each of such Regulation S Global Security and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Security, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Security, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Security pursuant to clause (x) above. The Regulation S Global Security will be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Security may be represented by more than one certificate. The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided. The Rule 144A Global Security and the Regulation S Global Security are sometimes collectively herein referred to as the “Global Securities.” The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the within-mentioned Indenture. -------------------------------------------- Director or Directors executing such Securities, as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESevidenced by the Director’s or Directors’ execution of such Securities.

Forms Generally. The definitive Securities of each series and and, if applicable, the Guaranties notations of Subsidiary Guarantees to be endorsed thereon as contemplated by Article Thirteen thereon, and the Trustee’s certificate of authentication shall be in substantially the form set forth in this Article Two, or forms in such other form as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or the rules of any Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such Securities or Guarantiesnotations of Subsidiary Guarantees, as the case requiresmay be, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities of each series shall be issuable in registered form without coupons. The definitive typewritten, printed, lithographed or engraved or produced by any combination of these methods, or engraved on steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities and Guaranties endorsed thereon shall of such series may be listed or traded, or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such manner series may be listed or traded, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of face of Security. The Trustee's certificate [INSERT ANY APPLICABLE LEGENDS] XXXX CORPORATION (Title of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned IndentureSecurity) No. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES$ CUSIP No. __________

Forms Generally. The definitive Securities of each series and the Guaranties Coupons, if any, to be endorsed thereon as contemplated by Article Thirteen attached thereto shall be in substantially the such form as shall be established pursuant to Section 3.01 by or forms established pursuant to one or more Board Resolutions or in the Officer's Certificate, the indenture one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guarantiesand Coupons, as the case requiresif any, as evidenced by their execution thereofof the Securities and Coupons, if any. If the form or forms of temporary Securities of any series or are issued in global form as permitted by Section 3.04, the Guaranties to form thereof also shall be endorsed thereon established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of any series are established in an Officer's Certificate by, or by action taken pursuant to, a Board Resolution, such Officer's Certificate or a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 3.03 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate certificates of authentication shall be in substantially the form set forth below: in this Article. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. SECTION 2.02 Form of Trustee's Certificate of Authentication. This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- [____________________________] as Trustee By: ----------------------------------------- :__________________________ Authorized Officer Signatory SECTION 2.03 Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, any such Security may provide that it shall represent the aggregate or specified amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount or changes in the rights of Holders of Outstanding Securities represented thereby, shall be made in such manner and by such Person or Persons as shall be specified therein. Any instructions by the Company with respect to a Security in global form shall be in writing but need not comply with Section 3.14(c) of the Trust Indenture Act. ARTICLE THREE III THE SECURITIESSECURITIES SECTION 3.01

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons appertaining thereto shall be in substantially the such form or forms (including temporary or permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons appertaining thereto, as evidenced by their execution thereofof the Securities or coupons appertaining thereto. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities or coupons appertaining thereto of any series (or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, any such Officer's Certificate or Board Resolution temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons appertaining thereto. The Unless otherwise specified as contemplated by Section 301, Bearer Securities of each series shall be issuable in registered form without couponshave interest coupons appertaining thereto attached. The definitive Securities and Guaranties endorsed thereon coupons appertaining thereto, if any, shall be printed lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or Guarantiescoupons appertaining thereto, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Texas Commerce Bank National Association as Trustee By: ----------------------------------------- _____________________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory." SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such 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 to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Permanent Global Securities will be issued in definitive form.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms established in the Officer's Certificate, the indenture one or more indentures supplemental hereto or the approved from time to time by or pursuant to a Board Resolution establishing such seriesin accordance with Section 301, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureInden- ture and any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or securities regulatory authority or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the secretary or an assistant secretary of each of the Company and the Guarantor and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication required by this article shall be in substantially the form set forth below: . "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- STATE STREET BANK AND TRUST COMPANY, as Trustee By: ----------------------------------------- By ___________________________________" Authorized Officer ARTICLE THREE THE SECURITIESSignatory SECTION 203. Securities Issuable in the Form of a Global Security.

Forms Generally. The definitive Securities of each series (including, with respect to Bearer Securities, the coupons related thereto) and the Guaranties to be endorsed Trustee's certificate of authentication thereon as contemplated by Article Thirteen shall be in substantially the form set forth in this Article, or forms in such other form as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified in accordance with Section 301, Bearer Securities of each series shall be issuable in registered form without couponshave coupons attached. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. The Trustee's certificate [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER] THE TIMES MIRROR COMPANY [Title of authentication Security] No. _______ [$]________________ THE TIMES MIRROR COMPANY, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [____________________________, or registered assigns,] [bearer upon presentation and surrender of this Security] the principal sum of ___________________________ Dollars ($_________) on _______________ [if the Security is to bear interest prior to Maturity, insert -- , and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [annually] [semi-annually] [quarterly] on ____________ [and] [,__________, _____________ and ] in each year, commencing _______________, at [if the Security is to bear interest at a fixed rate, insert --_the rate of ____% per annum] [if the Security is to bear interest at a variable rate, insert -- the rate or rates as determined herein], until the principal hereof is paid or made available for payment [if applicable, insert -- , and (to the extent that the payment of such interest shall be in substantially legally enforceable) at the form set forth below: This is one rate of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES___% per annum on any overdue principal and

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Trustee's certificates of authentication shall be in substantially the form or forms established set forth in the Officer's Certificatethis Article, the indenture supplemental hereto or the Board Resolution establishing such series, in any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. DIMON Incorporated 6-1/4% Convertible Subordinated Debenture due March 31, 2007 No. ____________ $___________ DIMON Incorporated, a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum of ____________________ Dollars in cash on March 31, 2007, and to pay interest thereon from ____________ ___, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March 31, June 30, September 30 and December 31 in each year, commencing _______________, 1997, at the rate of 6-1/4% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15, June 15, September 15 or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security(or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee's , notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the principal corporate trust office of the Trustee and at any other office or agency maintained by the Company for such purpose, 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; 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 such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication shall be in substantially hereon has been executed by the form set forth below: This is one of the Securities of the series designated therein Trustee referred to in on the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESreverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in fully registered form and in substantially the such form or forms (including temporary or permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series (or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, any such Officer's Certificate or Board Resolution temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the 24 delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- [ ], --------------------------------------- as Trustee By: ----------------------------------------- By ------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory".

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesof the Company or in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requires, as evidenced by their execution thereofCompany. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without or coupons. The definitive Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities and Guaranties endorsed thereon in bearer form shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONhave interest coupons attached. The Trustee's ’s certificate of authentication on all Securities shall be in substantially the form set forth below: This is one in this Article. The definitive Securities and coupons, if any, may be produced in any manner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities of or coupons. A Security may be in substantially the series designated therein referred form attached as Exhibit A hereto, or a Security may be in any form established by or pursuant to authority granted by one or more Board Resolutions and set forth in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESan Officers’ Certificate or supplemental indenture pursuant to Section 301.

Forms Generally. The definitive Securities of each series and the Guaranties Coupons, if any, to be endorsed thereon as contemplated by Article Thirteen attached thereto shall be substantially in substantially the such form (not inconsistent with this Indenture) as shall be established by one or forms established more Board Resolutions (as set forth in the Officer's Certificatea Board Resolution), the indenture one or more Officers’ Certificates detailing such establishment or in one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have imprinted or otherwise reproduced thereon such letters, numbers legend or other marks of identification and such legends or endorsements placed thereon endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with the any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may, consistently herewith, may be determined by the officers executing such Securities or Guarantiesand Coupons, as the case requiresif any, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without couponsand Coupons. The definitive Securities and Guaranties endorsed thereon Coupons, if any, shall be printed, lithographed on security printed paper or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or Guarantiesand Coupons, if any, as evidenced by their execution thereofof such Securities and Coupons, if any. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate As applied to the Securities to be issued under the Indenture on or after the date hereof, the forms of authentication Securities for the Eligible Liabilities Senior Notes, Series D shall be substantially in substantially the form set forth below: This is one forms of Schedule I or Schedule II to this Indenture and as may be determined from time to time pursuant to Officers’ Certificates or Supplemental Indentures pursuant to Section 2.03 of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties Bearer Securities, if any, of each series and related coupons and the Global Securities, if any, issued pursuant to be endorsed thereon as contemplated by Article Thirteen this Indenture shall be in substantially the such form as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesof NiSource Finance or in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons (but which do not affect the rights or duties of the Trustee). If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board ResolutionResolution of NiSource Finance, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of NiSource Finance and delivered to the Trustee at or prior to the delivery of the Company Order of NiSource Finance contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article or Article Six. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in global and registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such any other manner permitted by the rules of any applicable securities exchange, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 614, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- The Chase Manhattan Bank, as Trustee By: ----------------------------------------- -------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESOfficer

Forms Generally. The definitive Debt Securities of each series and the Guaranties Coupons, if any, to be endorsed thereon as contemplated by Article Thirteen attached thereto shall be in substantially such forms as shall be established by or pursuant to action of the form Management Board, or forms established in the Officer's Certificateone or more indentures supplemental hereto, the indenture supplemental hereto or the Board Resolution establishing such seriespursuant to Section 9.01, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or Depository therefor, or as may, consistently herewith, be determined by the officers executing such Debt Securities or Guarantiesand Coupons, as the case requiresif any, all as evidenced by their execution thereof. If any such execution; PROVIDED, however, that unless otherwise provided in the applicable supplemental indenture with respect to any series of Subordinated Debt Securities, any Subordinated Debt Securities and any Coupons attached thereto (to the extent such Coupons rank equally with the underlying Subordinated Debt Security) shall have endorsed thereon a statement in the following form or forms in substantially the following form: "The rights of Securities the holder of any series or the Guaranties Subordinated Debt Security/Coupon are, to be endorsed thereon are established the extent and in an Officer's Certificate or a Board Resolutionthe manner set forth in Section 12.01 of the Indenture, such Officer's Certificate or Board Resolution subordinated to the claims of other creditors of the Company, and this Subordinated Debt Security/Coupon is issued subject to the provisions of that Section 12.01, and the holder of this Subordinated Debt Security/ Coupon, by accepting the same, agrees to and shall be delivered to the Trustee at or prior to the delivery bound by such provisions. The provisions of Section 12.01 of the Company Order contemplated by Section 303 for Indenture and the authentication terms of this paragraph are governed by, and delivery of such Securities. The Securities of each series shall be issuable construed in registered form without coupons. accordance with, the laws of The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Republic of France." The Trustee's certificate certificates of authentication shall be in substantially the form set forth below: This is one in Section 2.02 or Section 6.14. The definitive Debt Securities and Coupons shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner (or as may be required by any securities exchange on which the Debt Securities of may be listed), all as determined by the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- officers executing such Debt Securities, as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESevidenced by their execution thereof.

Forms Generally. The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of each series these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Securities and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Trustee's certificate of authentication shall be substantially in substantially the form or forms established in the Officer's Certificate, the indenture supplemental annexed hereto or the Board Resolution establishing such series, in any case with as Exhibit A. The Securities may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, notations, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate (and as are not prohibited by the terms of this Indenture) or as may be required or appropriate to comply with the any law or with any rules made pursuant thereto or with any rules of any securities exchange on which such Securities may be listed, or to conform to general usage, or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Company shall approve the form of the Securities of each series and any notation, legend or endorsement on the Securities. Each Security shall be issuable dated the date of its authentication. The terms and provisions contained in the form of the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. Each of the Company and the Trustee, by its execution and delivery of this Indenture, expressly agrees to the terms and provisions of the Securities applicable to it and to be bound thereby. Initial Securities shall be issued in the form of a single permanent global Security in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Security"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the U.S. Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of a single global Security, initially in temporary form and after the Private Placement Legend is no longer required pursuant to Section 202, in permanent global form, in each case in registered form without couponssubstantially in the form set forth in Exhibit A (the "Offshore Global Security") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The definitive aggregate principal amount at maturity of the Offshore Global Security may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Initial Securities which are offered and Guaranties endorsed thereon sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be produced issued in such manner as shall be determined by the officers executing such form of permanent certificated Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in registered form in substantially the form set forth below: This is one in Exhibit A (the "U.S. Physical Securities"). Securities issued pursuant to Section 306 in exchange for interests in the U.S. Global Security or the Offshore Global Security shall be in the form of U.S. Physical Securities or in the form of permanent certificated Securities of in registered form substantially in the series designated therein form set forth in Exhibit A (the "Offshore Physical Securities"), respectively. The Offshore Physical Securities and U.S. Physical Securities are sometimes collectively herein referred to in as the within-mentioned Indenture. -------------------------------------------- "Physical Securities." The U.S. Global Security and the Offshore Global Security are sometimes collectively referred to as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESthe "Global Securities."

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form (including permanent global form) as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof such Securities. If temporary Securities of any series are issued in global form as provided by Section 304, the form thereof shall be established as provided in the preceding sentence. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security). The If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each series Security of such series, but an appropriate record of such action shall be issuable in registered form without couponsdelivered at or before the time of issuance of the first Security of such series. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- MELLON BANK, N.A. as Trustee By: ----------------------------------------- _______________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Registered Securities, if any, and the Bearer Securities and related coupons, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon thereon, as may be required to comply with the rules of any securities exchange exchange, or as may, consistently herewith, be determined by the officers executing such Debt Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofsignatures on the Debt Securities or coupons. If the form or forms of Debt Securities of any series or the Guaranties coupons (including any such Global Security) is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for or the authentication and delivery of such SecuritiesDebt Securities or coupons. The Unless otherwise specified as contemplated by Section 301, Debt Securities of each series in bearer form, other than Debt Securities in temporary or permanent global form, shall be issuable in registered form without couponshave coupons attached. The definitive Debt Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any manner, all as shall be determined by the officers executing such Securities or GuarantiesDebt Securities, as evidenced by their the execution thereofof such Debt Securities and coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities Debt Securities, of the series designated therein referred to herein, described in the within-mentioned Indenture. -------------------------------------------- Indenture HARRIS TRUST AND SAVINGS BANK as Trustee By: ----------------------------------------- _________________________________ Authorized Officer Signatory SECTION 203. Debt Securities in Global Form. If Debt Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such Global Security shall represent the aggregate amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Debt 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 the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303(g) shall apply to any Debt Securities represented by a Debt Security in global form if such Debt Security was never issued and sold by the Company and the Company delivers to the Trustee the Debt Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Debt Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303(g). Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE DEBT SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE BANK OF NEW YORK, as Trustee By: ----------------------------------------- :____________________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesof the Company or in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with law, or with the rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of temporary Securities of any series or are issued in global form as permitted by Section 304, the Guaranties to form thereof shall be endorsed thereon are established as provided in an Officer's Certificate or a Board Resolution, such Officer's Certificate or the preceding sentence. A copy of the Board Resolution of the Company establishing the forms of Securities or coupons of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. The Unless otherwise specified as contemplated by Section 301, Securities of each series in bearer form shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE FIRST NATIONAL BANK OF CHICAGO, as Trustee By: ----------------------------------------- By ___________________________ Authorized Officer ARTICLE THREE THE SECURITIESOfficer." SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such 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 be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee By: ----------------------------------------- By -------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL as specified by the common depositary for such global securities.

Forms Generally. The definitive Securities of each series and the Guaranties Guarantees to be endorsed thereon as contemplated by Article Thirteen Fourteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or GuarantiesGuarantees endorsed thereon, as the case requiresmay be, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be Guarantees endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties Guarantees endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesGuarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- --------------------------------, as Trustee By: ----------------------------------------- ----------------------------- Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201 (g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as ___________________________________ ___________, Trustee By: ----------------------------------------- _______________________________ Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related Coupons shall be in substantially the form forms (including permanent global form) as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresCoupons, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Company Order Securities or Coupons. Unless otherwise specified as contemplated by Section 303 for the authentication and delivery of such Securities. The 301, Securities of each series in bearer form shall be issuable in registered form without couponshave interest Coupons attached. The definitive Securities and Guaranties endorsed thereon Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesCoupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 609, the Trustee's certificate certificates of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as The Chase Manhattan Bank As Trustee By: ----------------------------------------- By ------------------------- Authorized Officer ARTICLE THREE THE SECURITIESOfficer

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the directors and officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by any director or secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. If Article Sixteen is to be applicable to Securities of any series, established as contemplated by Section 301, then Securities of each such series shall bear a Guarantee in substantially the form set forth in Section 204. For any other series of Securities, the Guarantee shall be issuable in registered form without coupons. The definitive endorsed on the Securities and Guaranties endorsed thereon shall be produced substantially in the form established by or pursuant to Board Resolutions of the Guarantor in accordance with Section 301 or one or more indentures supplemental hereto. Notwithstanding the foregoing, the Guarantee or the Guarantees to be endorsed on the Securities of any series may have such manner appropriate insertions, omissions, substitutions and other corrections from the forms thereof referred to above as shall are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the directors or officers executing such Securities or Guarantiesdelivering the same, in each case as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONsuch delivery. The Trustee's ’s certificate of authentication on all Securities shall be in substantially the form set forth below: This is one in this Article. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESsuch Securities.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by, or forms established pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's CertificateCertificate pursuant to a Board Resolution, the indenture or in one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or Assistant Secretary of the Company, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- JPMORGAN CHASE BANK, as Trustee By: ----------------------------------------- _____________________________________ Authorized Officer ARTICLE THREE THE SECURITIESSECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding any provisions of Section 307 to the contrary, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee Trustees at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached. Either Trustee's certificate of each series authentication on all Securities shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 612, either Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) Dated: ____________________ Computershare Trust Company, Inc., as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Computershare Trust Company, Inc, as U.S. Trustee By: ----------------------------------------- ----------------------------------------------- Authorized Officer ARTICLE THREE Dated: ____________________ Computershare Trust Company of Canada, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Computershare Trust Company of Canada, as Canadian Trustee By: ----------------------------------------------- Authorized Officer Section 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (10) of Section 301, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustees in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustees pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustees shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustees the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustees and any agent of the Company and the Trustees shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream. Article Three THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the Securities Act, the Exchange Act, applicable provincial or state securities laws or the rules of any securities exchange in the United States or Canada, the Code and the United States Department of Treasury regulations under the Code or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons but which do not affect the rights or duties of the Trustee. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 3.03 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without or coupons. The definitive Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 3.01, Securities and Guaranties endorsed thereon in bearer form shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONhave interest coupons attached thereto. The Trustee's ’s certificate of authentication on all Securities shall be in substantially the form set forth below: This is one in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner permitted by the rules of any applicable stock exchange, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESor coupons.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related Coupons shall be in substantially the form or forms established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities or Guaranties, as the case requiresCoupons, as evidenced by their execution thereofof the Securities or Coupons. If the form or forms of temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. If the forms of Securities or the Guaranties to be endorsed thereon Coupons of any series (or any such temporary global Security) are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or Coupons. The Unless otherwise specified as contemplated by Section 301, Bearer Securities of each series shall be issuable in registered form without couponshave Coupons attached. The definitive Securities and Guaranties endorsed thereon Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or Coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee’s Certificate of Authentication. The Trustee's ’s certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein herein and referred to in the within-within mentioned Indenture. -------------------------------------------- U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ----------------------------------------- By Authorized Officer Signatory SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such 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 to reflect exchanges or redemption. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. ARTICLE THREE THE SECURITIESSECURITIES 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. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer’s Certificate (which shall comply with Section 103), or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Coupon shall be in substantially the form (including temporary and permanent global form) as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities or Guaranties, as the case requiresCoupons, as evidenced by their execution thereofof such Securities or Coupons. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest Coupons attached. The definitive Securities and Guaranties endorsed thereon Coupons shall be printed, lithographed or engraved or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesCoupons, as evidenced by their execution thereofof such Securities or Coupons. Neither the Company nor the Trustee shall have responsibility for any defect in the CUSIP number that appears on any bond, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The ----------------------------------------------- Subject to the provisions of Section 614 hereof, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Chase Manhattan Bank and Trust Company, National Association, as Trustee By: ----------------------------------------- _______________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. 31 21 SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- FIRST TRUST NATIONAL ASSOCIATION, as Trustee By: ----------------------------------------- By _________________________________ Authorized Officer SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL S.A. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and the Coupons, if any, appertaining thereto, shall be substantially in substantially the such form or forms (not inconsistent with this Indenture) as shall be established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing (and set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in such seriesBoard Resolution, in any an Officers' Certificate as to such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture or any indenture supplemental hereto, and and, may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of any securities exchange or to conform to usage, as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresCoupons, as evidenced by their execution thereofof such Securities or Coupons. If the The form or forms of Securities of any series Registered Security or the Guaranties to be endorsed thereon are established in an Officer's Certificate or Bearer Security which is a Board Resolution, such Officer's Certificate or Board Resolution Global Security shall be delivered to as provided in the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securitiespreceding sentence. The Securities of each series shall be issuable in registered form as Registered Securities without couponsCoupons or as Bearer Securities with or without Coupons. Unless otherwise specified with respect to the Securities of a series as contemplated by Section 3.01, Bearer Securities (other than Global Securities) will have Coupons attached and Bearer Securities that are Global Securities will not have Coupons attached. Registered Securities and Bearer Securities of a series may, to the extent specified with respect to the Securities of such series, as contemplated by Section 3.01, be issued as Global Securities. The definitive Securities and Guaranties endorsed thereon Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or Guarantiesand Coupons, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the such Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESand Coupons.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing or in one or more indentures supplemental hereto, and the Guarantees shall be in substantially the form set forth in Section 2.2 or in such seriesother form as shall be established pursuant to a Board Resolution or in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiressuch Guarantees, as evidenced by their execution thereofof such Securities or such Guarantees. If the form or forms of Securities of any series or the Guaranties Guarantees of such Securities is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 3.3 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate certificates of authentication shall be in substantially the form set forth below: This is one in this Article. The definitive Securities and Guarantees shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the such Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESand Guarantees.

Forms Generally. The definitive Securities of each series and the Guaranties Guarantees to be endorsed thereon as contemplated by Article Thirteen Fourteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or GuarantiesGuarantees endorsed thereon, as the case requiresmay be, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be Guarantees endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties Guarantees endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesGuarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- --------------------------------, as Trustee By: ----------------------------------------- _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupon shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of temporary Securities of any series or are issued in global form as permitted by Section 304, the Guaranties to form thereof shall be endorsed thereon are established as provided in an Officer's Certificate or a Board Resolution, such Officer's Certificate or the preceding sentence. A copy of the Board Resolution and any action taken pursuant thereto establishing the forms of Securities or coupons of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. The Unless otherwise specified as contemplated by Section 301, Securities of each series shall be issuable in registered form without coupons. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- , as Trustee By: ----------------------------------------- --------------------------------- By Authorized Officer ARTICLE THREE THE SECURITIESOfficer." -------------------------------

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form set forth in this Article, or forms in such other form as shall be established by or pursuant to one or more Board Resolutions or in the Officer's Certificate, the indenture one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If the form or forms of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Guaranties to be endorsed thereon are established in Company or an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be pursuant to Section 301 and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE FACE OF AUTHENTICATIONSECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] MAVERICK TUBE CORPORATION $ ---------- No. CUSIP No. ------ ------ Maverick Tube Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum of ________ Dollars on _________________________ [if the Security is to bear interest prior to Maturity and interest payment periods are not extendable, insert -- , and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [insert -- semi-annually, quarterly, monthly or other description of the relevant payment period] on [________, ________,] and __________ in each year, commencing _______________, at the rate of ____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert -- , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ___________________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee's , notice thereof given to Holders of Securities of this series not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert - The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert -- any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, New York, 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 [if applicable, insert -- ; 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 such address shall appear in the Security Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication shall be in substantially hereon has been executed by the form set forth below: This is one of the Securities of the series designated therein Trustee referred to in on the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESreverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The definitive Registered Securities, if any, and the Bearer Securities and related coupons, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon thereon, as may be required to comply with the rules of any securities exchange exchange, or as may, consistently herewith, be determined by the officers executing such Debt Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofsignatures on the Debt Securities or coupons. If the form or forms of Debt Securities of any series or the Guaranties coupons (including any such Global Security) is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for or the authentication and delivery of such SecuritiesDebt Securities or coupons. The Unless otherwise specified as contemplated by Section 301, Debt Securities of each series in bearer form other than Debt Securities in temporary or permanent global form shall be issuable in registered form without couponshave coupons attached. The definitive Debt Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesDebt Securities, as evidenced by their the execution thereofof such Debt Securities and coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities Debt Securities, of the series designated therein referred to herein, described in the within-mentioned Indenture. -------------------------------------------- BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION as Trustee By: ----------------------------------------- By _________________________________ Authorized Officer SECTION 203. Debt Securities in Global Form. If Debt Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the outstanding Debt Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Debt 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 the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303(g) shall apply to any Debt Securities represented by a Debt Security in global form if such Debt Security was never issued and sold by the Company and the Company delivers to the Trustee the Debt Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Debt Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303(g). Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301 or clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Dated: --------------------------------------- as Trustee By: ----------------------------------------- ------------------------------------ Authorized Officer Signatory -14- ARTICLE THREE THE SECURITIESThe 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. Subject to the last paragraph of this Section, prior to the authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, or in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution:

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established pursuant to a Board Resolution, an Officers' Certificate or in the Officer's Certificate, the indenture one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification (including, without limitation, CUSIP numbers) and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If Any portion of the form or forms of Securities text of any series or Security may be set forth on the Guaranties to be endorsed thereon are established in reverse thereof, with an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to appropriate reference thereto on the Trustee at or prior to the delivery face of the Company Order Security. Unless otherwise specified as contemplated by Section 303 for 301, Bearer Securities shall have interest coupons attached and shall have the following statement in English on both the face of the obligation and on each interest coupon: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code." The Trustee's certificate of authentication and delivery of such Securities. The on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article 2. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- [ ], as Trustee By: ----------------------------------------- ----------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecu rities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Dated: --------------------------------- as Trustee By: ----------------------------------------- ----------------------------- Authorized Officer Signatory -15- ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- ____________________________ as Trustee By: ----------------------------------------- :_________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in fully registered form and in substantially the such form or forms (including temporary or permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series (or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, any such Officer's Certificate or Board Resolution temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Chase Bank of Texas, National Association as Trustee By: ----------------------------------------- By --------------------------------------- Authorized Officer Signatory" SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such 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 to reflect exchanges or redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series and a successor Depositary is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of, premium (if any) and interest on or any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the form or forms extent established pursuant to rather than set forth in the a Board Resolution, an Officer's Certificate, the indenture Certificate detailing such establishment) or in one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers imprinted or other marks of identification and otherwise reproduced thereon such legends or endorsements placed thereon endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with the any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may, consistently herewith, may be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- -----------------------------------, as Trustee By: ----------------------------------------- By --------------------------------- Authorized Officer Signatory ARTICLE THREE THE SECURITIESTHREE.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- ----------------------------------- . as Trustee By: ----------------------------------------- _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES[Officer] [Signatory]

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and the Guaranties temporary or permanent global Security issued pursuant to be endorsed thereon as contemplated by Article Thirteen this Indenture shall be in substantially the form established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which the Securities may be listed or as may, consistently herewith, be determined by the officers executing such Securities Security or Guaranties, as the case requires, Coupon as evidenced by their execution thereofof such Security or Coupon. If the form The Company shall provide any such legends or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered endorsements to the Trustee at in writing. Unless otherwise provided in or prior pursuant to this Indenture or any Securities, the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The definitive Definitive Securities and Guaranties endorsed thereon definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such any other manner not inconsistent with the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers of -18- the Company executing such Securities or GuarantiesCoupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 610, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Dated: Bankers Trust Company, as Trustee By: ----------------------------------------- By ______________________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: -------------------------------- This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- ____________, as Trustee By: ----------------------------------------- ---------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Initial Securities of each series shall be known as the "9.5% Senior Subordinated Notes due 2009" and the Guaranties to Exchange Securities shall be endorsed thereon known as contemplated by Article Thirteen the "9.5% Exchange Senior Subordinated Notes due 2009", in each case, of the Company. The Securities and the Trustee's certificate of authentication shall be in substantially the form or forms established set forth in the Officer's Certificatethis Article, the indenture supplemental hereto or the Board Resolution establishing such series, in any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If Any portion of the form or forms of Securities text of any series or Security may be set forth on the Guaranties to be endorsed thereon are established in reverse thereof, with an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to appropriate reference thereto on the Trustee at or prior to the delivery face of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without couponsSecurity. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in such any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONof such Securities. The Trustee's certificate of authentication Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated March 14, 1997, between the Company, Goldman, Sachs & Co., Salomon Xxxxxxxs Xxx xnd Scotia Capital Markets (USA) Inc. Initial Securities offered and sold to "qualified institutional buyers" (as defined in Rule 144A) in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form without interest coupons substantially in the form set forth in this Article (collectively, the "Restricted Global Security") deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more permanent global Securities in fully registered form without interest coupons (collectively, the "Regulation S Global Security" and, together with the Restricted Global Security, the "Global Securities" or each individually, a "Global Security") substantially in the form set forth in this Article. The Regulation S Global Securities will be registered in the name of a nominee of DTC and deposited with the Trustee on behalf of the Purchasers, for the accounts of the Euroclear System ("Euroclear") and Cedel Bank, S.A. ("CEDEL"). The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or CEDEL, unless delivery is made through the Restricted Global Note in accordance with the certification requirements provided in this Indenture. If DTC is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or CEDEL, Euroclear or CEDEL, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC. In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 202 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee. Initial Securities offered and sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth below: This is one of in this Article (the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES"U.S. Physical Securities").

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The ------------------------------------------------------------- Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- SUNTRUST BANK, as Trustee By: ----------------------------------------- By ______________________ Authorized Officer ARTICLE THREE THE SECURITIESSECTION 203. Securities Issuable in Global Form. ------------------------------------------------ When Securities of or within a series are issued in global form, as specified as contemplated by Section 301, then, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security the Holder of such permanent Global Security.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesof the Company or in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with law, or with the rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of temporary Securities of any series or are issued in global form as permitted by Section 304, the Guaranties to form thereof shall be endorsed thereon are established as provided in an Officer's Certificate or a Board Resolution, such Officer's Certificate or the preceding sentence. A copy of the Board Resolution of the Company establishing the forms of Securities or coupons of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. The Unless otherwise specified as contemplated by Section 301, Securities of each series in bearer form shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE FIRST NATIONAL BANK OF CHICAGO, as Trustee By: ----------------------------------------- By --------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESOfficer."

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons and notations of any Subsidiary Guarantees shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with law, or with the rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of temporary Securities of any series or are issued in global form as permitted by Section 304, the Guaranties to form thereof shall be endorsed thereon are established as provided in an Officer's Certificate or a Board Resolution, such Officer's Certificate or the preceding sentence. A copy of the Board Resolution establishing the forms of Securities or coupons of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without (or any such temporary global Security) or coupons. The definitive Unless otherwise specified as contemplated by Section 301, Securities and Guaranties endorsed thereon in bearer form shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereofhave interest coupons attached. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Chase Bank of Texas, National Association as Trustee By: ----------------------------------------- --------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory."

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with law, or with the rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of temporary Securities of any series or are issued in global form as permitted by Section 304, the Guaranties to form thereof shall be endorsed thereon are established as provided in an Officer's Certificate or a Board Resolution, such Officer's Certificate or the preceding sentence. A copy of the Board Resolution establishing the forms of Securities or coupons of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. The Unless otherwise specified as contemplated by Section 301, Securities of each series in bearer form shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- ---------------------------------------- as Trustee By: ----------------------------------------- ------------------------------------ Authorized Officer ARTICLE THREE THE SECURITIESOfficer."

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms established in the Officer's Certificate, the indenture supplemental hereto or the Board Resolution establishing such series, in any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or a Board ResolutionCertificate, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- --------------------------------- as Trustee By: ----------------------------------------- _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series and the Guaranties Senior Guarantees to be endorsed thereon as contemplated by Article Thirteen of each series shall be in fully registered form and in substantially the such form or forms (including temporary or permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or GuarantiesSenior Guarantees to be endorsed thereon, as the case requiresmay be, as evidenced by their execution thereofof the Securities or Senior Guarantees to be endorsed thereon, as the case may be. If temporary Securities and Senior Guarantees of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities and Senior Guarantees of any series (or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, any such Officer's Certificate or Board Resolution temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities with Senior Guarantees of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES.

Forms Generally. The definitive Registered Securities, if any, and the Bearer Securities and related coupons, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon thereon, as may be required to comply with the rules of any securities exchange exchange, or as may, consistently herewith, be determined by the officers executing such Debt Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofsignatures on the Debt Securities or coupons. If the form or forms of Debt Securities of any series or the Guaranties coupons (including any such Global Security) is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for or the authentication and delivery of such SecuritiesDebt Securities or coupons. The Unless otherwise specified as contemplated by Section 301, Debt Securities of each series in bearer form, other than Debt Securities in temporary or permanent global form, shall be issuable in registered form without couponshave coupons attached. The definitive Debt Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesDebt Securities, as evidenced by their the execution thereofof such Debt Securities and coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities Debt Securities, of the series designated therein referred to herein, described in the within-mentioned Indenture. -------------------------------------------- MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA as Trustee By: ----------------------------------------- By ------------------------------------- Authorized Officer SECTION 203. Debt Securities in Global Form. If Debt Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the outstanding Debt Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Debt 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 the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303(g) shall apply to any Debt Securities represented by a Debt Security in global form if such Debt Security was never issued and sold by the Company and the Company delivers to the Trustee the Debt Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Debt Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303(g). Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties Bearer Securities, if any, of each series and related coupons and the Global Securities, if any, issued pursuant to be endorsed thereon as contemplated by Article Thirteen this Indenture shall be in substantially the such form as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesof the Company or in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board ResolutionResolution of the Company, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Order of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article or Article Six. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in global and registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 614, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-within mentioned Indenture. -------------------------------------------- THE CHASE MANHATTAN BANK, as Trustee By: ----------------------------------------- :____________________________________ Authorized Officer ARTICLE THREE THE SECURITIESSECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Order of the Company to be delivered pursuant to Sections 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Order of the Company. If the Order of the Company pursuant to Sections 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel.

Forms Generally. The definitive Securities of each series and the Guaranties any Coupons to be endorsed thereon as contemplated by Article Thirteen attached thereto shall be substantially in substantially the such form as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law, rule or regulation or with the rules of any securities exchange or as may, consistently herewithconsistent with the provisions of this Indenture, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. Temporary Securities of any series may be issued as permitted by Section 304. If the form or forms of Securities or Coupons of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of any such Officer's Certificate action taken pursuant thereto, including a copy of the approved form of Securities or Board Resolution Coupons, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by in Section 303 for the authentication and delivery of such Securities. The Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated in Section 301, Bearer Securities of each series shall be issuable in registered form without couponshave Coupons attached. The definitive Securities and Guaranties endorsed thereon Coupons shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities and Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. -------------------------------------------- , ----------------------------- as Trustee By: ----------------------------------------- By --------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSection 203. ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY. 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 Depositary or a nominee thereof. This Security may not be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary or a nominee thereof and no such transfer may be registered, except in the limited circumstances described in the Indenture. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, this Security shall be a Global Security subject to the foregoing, except in such limited circumstances."

Forms Generally. The definitive Initial Securities of each series shall be known as the "10.50% Senior Notes due February 1, 2010" and the Guaranties to Exchange Securities shall be endorsed thereon known as contemplated by Article Thirteen the "10.50% Senior Exchange Notes due February 1, 2010", in each case, of the Company. The Securities and the Trustee's certificate of authentication shall be in substantially the form or forms established set forth in the Officer's Certificatethis Article, the indenture supplemental hereto or the Board Resolution establishing such series, in any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If Any portion of the form or forms of Securities text of any series or Security may be set forth on the Guaranties to be endorsed thereon are established in reverse thereof, with an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution shall be delivered to appropriate reference thereto on the Trustee at or prior to the delivery face of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without couponsSecurity. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in such any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONof such Securities. The Trustee's certificate of authentication Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated September 13, 2002, between the Company, Deutsche Bank Securities Inc., Scotia Capital (USA) Inc., Goldman, Sachs & Co., CIBC World Markets Corp., Credit Lyonnais Securixxxx (XSA) Xxx. and TD Securities (USA) Inc. (collectively, the "Purchasers"). Initial Securities offered and sold to "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the Securities Act) in reliance on Rule 144A shall be issued initially in the form of a permanent global Security in definitive, fully registered form without interest coupons substantially in the form set forth below: This is in this Article (the "Restricted Global Security") deposited with, or on behalf of, the Depositary or with the U.S. Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by one of the Securities Trustees as hereinafter provided. The Restricted Global Security will be registered in the name of a nominee of the series designated therein referred Depositary and deposited with the U.S. Trustee on behalf of the Purchasers thereof. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the U.S. Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold in reliance on Regulation S shall be issued in the within-mentioned Indentureform of a permanent global Security in fully registered form without interest coupons substantially in the form set forth in this Article (the "Unrestricted Global Security" and, together with the Restricted Global Security, the "Global Securities" or each individually, a "Global Security"), deposited with, or on behalf of, the Depositary or with the U.S. Trustee, as custodian for the Depositary duly executed by the Company and authenticated by one of the Trustees as hereinafter provided. -------------------------------------------- The Unrestricted Global Security will be registered in the name of a nominee of the Depositary and deposited with the U.S. Trustee on behalf of the Purchasers thereof, and, if any such Purchaser so elects, for the account of the Euroclear System ("Euroclear") or Clearstream Banking, Societe Anonoyme ("Clearstream"). The aggregate principal amount of the Unrestricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the U.S. Trustee, as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIEScustodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecu rities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Dated: ----------------------------------------- as Trustee By: ----------------------------------------- _____________________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE BANK OF NEW YORK, as Trustee By: ----------------------------------------- _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301 or clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Dated: __________________________________ as Trustee By: ----------------------------------------- :_______________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series, the Bearer Securities, if any, of each series and related coupons, the Guaranties temporary global Securities of each series, if any, the permanent global Securities of each series, if any, and the Guarantees, if any, to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form forms as shall be established by or forms established in pursuant to a Board Resolution of the Officer's CertificateCompany or, with respect to the Guarantees, the indenture Guarantor, as the case may be, or in one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or applicable tax law or as may, consistently herewith, be determined by the officers executing such Securities Securities, including the Guarantees, if any, to be endorsed thereon, or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities. If the form or forms of Securities Securities, including the Guarantees, if any, to be endorsed thereon, or coupons of any series are established by action taken pursuant to a Board Resolution of the Company or the Guaranties to be endorsed thereon are established in Guarantor, as the case may be, a copy of an Officer's Certificate or a Board Resolution, appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without or coupons. The definitive Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities and Guaranties endorsed thereon in bearer form shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONhave interest coupons attached. The Trustee's certificate of authentication on all Securities shall be in substantially the form set forth belowin this Article. The definitive Securities, including the Guarantees, if any, to be endorsed thereon, and coupons, if any, shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, Guarantees or coupons, as evidenced by their execution of such Securities, Guarantees or coupons. SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the a series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE FIRST NATIONAL BANK OF BOSTON, as Trustee By: ----------------------------------------- By ------------------------- Authorized Officer Signatory SECTION 203. Securities in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Guarantor (if Guarantees are issued), the Trustee and any agent of the Company, the Guarantor (if Guarantees are issued) and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euro-clear or Cedel S.A. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the Securities Act, the Exchange Act, applicable provincial or state securities laws or the rules of any securities exchange in the United States or Canada, the Code and the United States Department of Treasury regulations under the Code or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons but which do not affect the rights or duties of the Trustee. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 3.03 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without or coupons. The definitive Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 3.01, Securities and Guaranties endorsed thereon in bearer form shall be produced in such manner as shall be determined by the officers executing such Securities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONhave interest coupons attached thereto. The Trustee's certificate of authentication on all Securities shall be in substantially the form set forth below: This is one in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner permitted by the rules of any applicable stock exchange, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESor coupons.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated:_______________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- THE BANK OF NEW YORK, as Trustee By: ----------------------------------------- By _______________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a permanent Global Security in registered form, the Holder of such permanent Global Security in registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or Cedel.

Forms Generally. The definitive Debt Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresDebt Securities, as evidenced by their execution thereofof the Debt Securities. If the form or forms of Debt Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate pursuant to an indenture supplement hereto or to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Debt Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Debt Securities of each series shall be issuable in registered form without coupons. The definitive Debt Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesDebt Securities, as evidenced by their execution thereof. SECTION [Debt Securities distributed to holders of Global Trust Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of a Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Debt Security Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Debt Securities represented thereby (or such other accounts as they may direct). Debt Securities distributed to holders of Trust Preferred Securities other than Global Trust Preferred Securities upon the dissolution of a Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Debt Securities.] Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Dated:____________________ ____________________________________ as Trustee By: ----------------------------------------- :__________________________________ Authorized Officer ARTICLE THREE THE SECURITIESRepresentative Section 203. Debt Securities Issuable in the Form of a Global Security.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with law, or with the rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of temporary Securities of any series or are issued in global form as permitted by Section 304, the Guaranties to form thereof shall be endorsed thereon are established as provided in an Officer's Certificate or a Board Resolution, such Officer's Certificate or the preceding sentence. A copy of the Board Resolution establishing the forms of Securities or coupons of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. The Unless otherwise specified as contemplated by Section 301, Securities of each series in bearer form shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as _______________________________________ As Trustee By: ----------------------------------------- ____________________________________ Authorized Officer ARTICLE THREE THE SECURITIESOfficer"

Forms Generally. The definitive Securities of each series and the Guaranties Guarantees to be endorsed thereon as contemplated by Article Thirteen Fourteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or GuarantiesGuarantees endorsed thereon, as the case requiresmay be, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be Guarantees endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties Guarantees endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesGuarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- ________________________, as Trustee By: ----------------------------------------- ----------------------------- Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms established set forth in the Officer's CertificateExhibit A hereto, the indenture supplemental hereto or the Board Resolution establishing such series, in any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable laws or the rules of any securities exchange or Depositary or as may, consistently herewithwith the Indenture, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If Any portion of the form or forms of Securities text of any series or Security may be set forth on the Guaranties to be endorsed thereon are established in reverse thereof, with an Officer's Certificate or a Board Resolution, such Officer's Certificate or Board Resolution appropriate reference thereto on the face of the Security. Each Security shall be delivered to dated the Trustee at or prior to the delivery date of the Company Order contemplated by Section 303 for the authentication and delivery of such Securitiesits authentication. The Securities will be issued on the date of each series shall this Supplemental Indenture in the form of one or more permanent global Securities substantially in the form set forth in Exhibit A hereto (each, a “Global Security”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Global Securities may be issuable in registered form without couponsrepresented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESsuch Securities.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESfollowing form:

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form set forth in this Article or in such other form or forms as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or GuarantiesSecurities, as the case requires, all as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, copies of appropriate records of such Officer's Certificate or Board Resolution actions shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The If Article Fourteen is to be applicable to Securities of any series, established as contemplated by Section 301, then Securities of each such series shall bear a notation of the Guarantee in substantially the form set forth in Section 204. For any other series of Securities, the Guarantee shall be issuable endorsed on the Securities and shall be substantially in registered the form without couponsestablished by or pursuant to Board Resolutions of the Guarantor in accordance with Section 301 or one or more indentures supplemental hereto. Notwithstanding the foregoing, the notation of the Guarantee or the Guarantees to be endorsed on the Securities of any series may have such appropriate insertions, omissions, substitutions and other corrections from the forms thereof referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Directors or officers delivering the same, in each case as evidenced by such delivery. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Except as provided pursuant to Section 301, the Trustee's ’s certificate of authentication shall be in substantially the form set forth below: This in Section 206 and Restricted Securities shall bear a legend as set forth in Section 205. Except as otherwise provided herein or pursuant to Section 301, Securities of any series offered and sold as part of their initial distribution in reliance on Regulation S under the Securities Act shall be issued in the form of one or more Global Securities of such series in definitive, fully registered form without coupons, substantially in the form set forth herein, with such applicable legends as are provided for in Sections 202 and 205. Such Global Securities shall be registered in the name of the Depositary for such Global Securities or its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for such Depositary, duly executed by the Company and authenticated by the Trustee as herein provided, for credit by the Depositary to the respective accounts of beneficial owners of such Securities (or to such other accounts as they may direct) at Euroclear or Clearstream. Until such time as the applicable Restricted Period shall have terminated, each such Global Security shall be referred to herein as a “Regulation S Global Security”. After such time as the applicable Restricted Period shall have terminated, each such Global Security shall be referred to herein as an “Unrestricted Global Security”. The aggregate principal amount of any Regulation S Global Security and any Unrestricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary for such Global Security, as provided in Section 305. As used herein, the term “Restricted Period”, with respect to Global Securities of any series (or of any identifiable tranche of any series) initially offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day that the underwriter(s) or placement agent(s), if any, for the offering of Securities of such series (or tranche) advises the Company and the Trustee in writing is one the day on which such Securities of such series were first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the Closing Date. Except as otherwise provided pursuant to Section 301 or agreed to by the Company, no Regulation S Global Security or Unrestricted Global Security shall be issued except as provided in this paragraph to evidence Securities offered and sold as part of their initial distribution in reliance on Regulation S. Except as otherwise provided herein or pursuant to Section 301, Securities of any series offered and sold as part of their initial distribution in transactions exempt from the registration requirements of the Securities Act other than pursuant to Regulation S (“Restricted Securities”) to Persons who are “qualified institutional buyers”, as defined in Rule 144A under the Securities Act (“QIBs”) shall be issued in the form of one or more Global Securities of such series (each a “Restricted Global Security”) in definitive, fully registered form without coupons, substantially in the form set forth in Sections 202 and 203, with such applicable legends as are provided for herein. Such Global Securities shall be registered in the name of the series designated therein referred Depositary for such Global Security or its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for such Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary for such Global Security, as provided in Section 305. For all purposes of this Indenture, the within-mentioned Indenture. -------------------------------------------- term “Restricted Securities” shall include all Securities issued upon registration of transfer of, exchange for or in lieu of Restricted Securities except as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESotherwise provided in Section 305.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Section 301 or clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Dated: ____________________________________ as Trustee By: ----------------------------------------- :_________________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the forms set forth in Exhibits A or B to this Indenture, or in such other form (including permanent global form) as shall be established by or forms established pursuant to a Resolution of the Company or in the Officer's Certificate, the indenture one or more indentures supplemental hereto or the Board Resolution establishing such serieshereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. If the forms of Securities or the Guaranties to be endorsed thereon coupons of any series (or any such temporary global Security) are established in by action taken pursuant to a Resolution of the Company, a copy of an Officer's Certificate or a Board Resolution, appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. The Unless otherwise specified as contemplated by Section 301, Securities of each series in bearer form shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 10 Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate certificates of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. -------------------------------------------- Xxxxxx Trust and Savings Bank, as Trustee By: ----------------------------------------- By _________________________________ Authorized Officer ARTICLE THREE THE SECURITIESSection 203. Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (k) of Section 301 and the provisions of Section 302, any such 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 to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304; provided, that such endorsement shall be made by the Common Depository with respect to temporary global securities in bearer form. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security or, in the case of a permanent global Security in bearer form, of Euro-clear or CEDEL S.A. and produced to the Trustee by such Person. 11

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The ----------------------------------------------- Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- SUNTRUST BANK, as Trustee By: ----------------------------------------- By ________________________________ Authorized Officer ARTICLE THREE THE SECURITIESRepresentative SECTION 203. Securities Issuable in Global Form. ---------------------------------- When Securities of or within a series are issued in global form, as specified as contemplated by Section 301, then, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security the Holder of such permanent Global Security.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form set forth in this Article II, or in such other form or forms as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by an authorized officer or other authorized Person on behalf of the Partnership and delivered to the Trustee at or prior to the delivery of the Company Partnership Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. The forms of Global Securities of any series shall have such provisions and legends as are customary for Securities of such series in global form, including without limitation any legend required by the Depositary for the Securities of such series. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE FACE OF AUTHENTICATIONSECURITY. [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT-FOR PURPOSES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE DATE IS . . . . . ., 20. . . [AND] [,] THE YIELD TO MATURITY IS . . . . . . . . [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . . .. . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]] [Insert any other legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, insert legend required by Section 204 of the Indenture.] [IF APPLICABLE, INSERT -- UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 THE DEPOSITORY TRUST COMPANY), 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.] TC PipeLines, LP [TITLE OF SECURITY] No. __________ U.S. $__________ [CUSIP No. [__________]] TC PIPELINES, LP, a Delaware limited partnership (herein called the "Partnership," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________, or registered assigns, the principal sum of _____________ United States Dollars on _______________ [if the Security is to bear interest prior to Maturity, insert --, and to pay interest thereon from ______________, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ________ __ and ________ __ in each year, commencing ________ __, ____, at the rate of ___% per annum, until the principal hereof is paid or made available for payment [if applicable, insert --, and at the rate of ___% per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert -- The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A "Business Day" shall mean, when used with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law, executive order or regulation to close.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ________ __ or ________ __ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee's , notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [IF A GLOBAL SECURITY, INSERT -- Payment of the principal of [(and premium, if any)] and [if applicable, insert -- any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ 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 [state other currency].] [IF A DEFINITIVE SECURITY, INSERT -- Payment of the principal of [(and premium, if any)] and [if applicable, insert -- any such] interest on this Security will be made at the office or agency of the Partnership maintained for that purpose in _______________, [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] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Partnership (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________ and _______________ in _______________, or at such other offices or agencies as the Partnership may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agent has received proper transfer instructions in writing at least [__] days prior to the payment date)] [IF APPLICABLE, INSERT -- ; PROVIDED, HOWEVER, that payment of interest may be made at the option of the Partnership by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication shall be in substantially hereon has been executed by the form set forth below: This is one of the Securities of the series designated therein Trustee referred to in on the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESreverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related Coupons shall be in substantially the form as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this IndentureIndenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requires, Coupons as evidenced by their execution thereofof the Securities or Coupons. If the form or forms of Securities or Coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or Coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have Coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon or Coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesCoupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. -------------------------------------------- The Chase Manhattan Bank (National Association), as Trustee By: ----------------------------------------- :______________________________________ Authorized Officer SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Depository therefor, and the Company, the Trustee and any agent of the Company and the Trustee shall treat, for all purposes whatsoever, such Depository as the Holder of such Security. ARTICLE THREE THE SECURITIESSECURITIES 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. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (19) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form set forth in this Article, or forms in such other form as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series is established by, or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to, a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall printed, lithographed or engraved on steel engraved borders or may be produced in such any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE FACE OF AUTHENTICATIONSECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] SABRE HOLDINGS CORPORATION No. ______ $______ CUSIP NO. ____________ Sabre Holdings Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________ or registered assigns, the principal sum of ____________ Dollars on ______ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT, and to pay interest thereon from ______ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ______ and ______ in each year, commencing ______, at the rate of __% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ___% per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ______ or ______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name -13- this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee's , notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. [Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]] Payment of the principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ____________, 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 [IF APPLICABLE, INSERT --; 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 such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, PROVIDED that such Person shall have given the Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date.] [IF THE SECURITY IS PAYABLE IN A FOREIGN CURRENCY, CURRENCY UNIT OR COMPOSITE CURRENCY INSERT -- the appropriate provision.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication shall be in substantially hereon has been executed by the form set forth below: This is one of the Securities of the series designated therein Trustee referred to in on the within-mentioned Indenture. -------------------------------------------- as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESreverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The ----------------------------------------------- Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- SUNTRUST BANK, ATLANTA, as Trustee By: ----------------------------------------- __________________________________ Authorized Officer ARTICLE THREE THE SECURITIESRepresentative SECTION 203. Securities Issuable in Global Form. ---------------------------------- When Securities of or within a series are issued in global form, as specified as contemplated by Section 301, then, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security the Holder of such permanent Global Security.

Forms Generally. The definitive Registered Securities, if any, and the Bearer Securities and related coupons, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form (including temporary or forms permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon thereon, as may be required to comply with the rules of any securities exchange exchange, or as may, consistently herewith, be determined by the officers executing such Debt Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofsignatures on the Debt Securities or coupons. If the form or forms of Debt Securities of any series or the Guaranties coupons (including any such Global Security) is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for or the authentication and delivery of such SecuritiesDebt Securities or coupons. The Unless otherwise specified as contemplated by Section 301, Debt Securities of each series in bearer form shall be issuable in registered form without couponshave coupons attached. The definitive Debt Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesDebt Securities, as evidenced by their the execution thereofof such Debt Securities and coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Debt Securities of the series designated therein referred to herein, described in the within-mentioned Indenture. -------------------------------------------- MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA as Trustee By: ----------------------------------------- By ___________________________________ Authorized Officer SECTION 203. Debt Securities in Global Form. If Debt Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the outstanding Debt Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Debt 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 the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303(g) shall apply to any Debt Securities represented by a Debt Security in global form if such Debt Security was never issued and sold by the Company and the Company delivers to the Trustee the Debt Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Debt Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303(g). Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE DEBT SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in fully registered form and in substantially the such form or forms (including temporary or permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series (or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, any such Officer's Certificate or Board Resolution temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- [_____________________________________], as Trustee By: ----------------------------------------- By -------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory."

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties Bearer Securities, if any, of each series and related coupons and the Global Securities, if any, issued pursuant to be endorsed thereon as contemplated by Article Thirteen this Indenture shall be in substantially the such form as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons (but which do not affect the rights or duties of the Trustee). If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of PEC and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article or Article Six. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in global and registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and Guaranties endorsed thereon coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such any other manner permitted by the rules of any applicable securities exchange, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 614, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- Bank One Trust Company National Association, as Trustee By: ----------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESOfficer

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in fully registered form and in substantially the such form or forms (including temporary or permanent global form) as shall be established in the Officer's Certificate, the indenture supplemental hereto by or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If temporary Securities of any series are issued in global form as permitted by SECTION 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series (or the Guaranties to be endorsed thereon are established in an Officer's Certificate or a Board Resolution, any such Officer's Certificate or Board Resolution temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section SECTION 303 for the authentication and delivery of such Securities. The Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities and Guaranties endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- [ ], ------------------------------------ as Trustee By: ----------------------------------------- By ---------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory."

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or the in a Board Resolution establishing such series, or in any an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate or pursuant to a Board Resolution, such Board Resolution and Officer's Certificate or Board Resolution Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- ---------------------------------------- as Trustee By: ----------------------------------------- ------------------------------------- Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms established in the Officer's Certificate, the indenture one or more indentures supplemental hereto or the approved from time to time by or pursuant to a Committee Resolution and a Board Resolution establishing such seriesin accordance with Section 301, in any each case with such appropriate insertions, omissionsomis- sions, substitutions and other variations as are required or permitted by this IndentureIndenture and any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or securities regulatory authority or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requiresSecurities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series or the Guaranties is established by action taken pursuant to be endorsed thereon are established in an Officer's Certificate or a Committee Resolution and a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the secretary or an assistant secretary of the Issuers and delivered to the Trustee at or prior to the delivery of the Company Issuers Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication required by this Article shall be in substantially the form set forth below: . "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- -----------------------------------------, as Trustee By: ----------------------------------------- By ______________________________________" Authorized Officer ARTICLE THREE THE SECURITIESSignatory Section 203. Securities Issuable in the Form of a Global Security.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms established in the Officer's Certificate, the indenture supplemental hereto or the pursuant to a Board Resolution establishing such seriesor in one or more indentures supplemental hereto, in any each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities or Guaranties, as the case requirescoupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series or the Guaranties to be endorsed thereon are established in an Officer's Certificate or by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer's Certificate or Board Resolution action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and Guaranties endorsed thereon coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities or GuarantiesSecurities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: __________ __, ____ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------------- CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: ----------------------------------------- By --------------------------------- Authorized Officer SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such 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 of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. If at any time, (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, or other applicable statute or regulation and a successor Depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) the Company determines that the Securities shall no longer be represented by a global Security or Securities and that the provisions of this Section 203 shall no longer apply to the Securities, then in such event this Section 203 shall no longer be applicable to the Securities and the Company will execute and the Trustee, upon Company Request and at the expense of the Company, will authenticate and deliver Securities in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the global Security or Securities in exchange for such global Security whereupon the global Security or Securities shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the global Security or Securities pursuant to this paragraph shall be registered in such names and issued in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. ARTICLE THREE THE SECURITIESTHREE