Common use of CUSIP No Clause in Contracts

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $ on August 15, 2010 and to pay interest thereon from August 18, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 of each year, commencing on February 15, 2001, at the rate of 8.875% 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 shall, as provided in said 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 February 1 or August 1 (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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the principal of and interest on this Security shall be made at the office or agency of the Company maintained for the 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; 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 appears in the Security Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenture.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATION00000XXX0 Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation duly ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. CNH EQUIPMENT TRUST 2001-A FLOATING RATE CLASS A-2 ASSET BACKED NOTES CNH Equipment Trust 2001-A, a trust organized and existing under the laws of the State of Delaware (hereinafter called including any successor, the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toIssuer"), for value received, hereby promises to pay to Cede CEDE & Co.CO., or registered assigns, the principal sum of $ TWO HUNDRED SEVENTY-THREE MILLION DOLLARS ($273,000,000), partially payable on August 15each Payment Date in an amount equal to the aggregate amount, 2010 and to pay interest thereon from August 18if any, 2000 or payable from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 Note Distribution Account in respect of each year, commencing on February 15, 2001, at the rate of 8.875% 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 shall, as provided in said 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 February 1 or August 1 (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 A-2 Notes pursuant 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements Section 3.1 of the DepositaryIndenture; provided, payment of the principal of and interest on this Security shall be made at the office or agency of the Company maintained for the 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; PROVIDED, HOWEVERhowever, 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 appears in the Security Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenture.entire unpaid principal amount of

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONUnless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [ISSUER] SERIES 200_-_ [___]% CLASS A NOTES [Issuer], a [limited liability company] [business trust] duly organized and existing under the laws of the State of Delaware (hereinafter called including any successor, the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toIssuer"), for value received, hereby promises to pay to Cede CEDE & Co.CO., or registered assigns, the principal sum of $ _________________________ DOLLARS ($___________), partially payable on August 15each Payment Date in an amount equal to the Class A Noteholders' Monthly Principal Payable Amount; provided, 2010 however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the [___________] Payment Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. The Issuer will pay interest thereon from August 18, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 of each year, commencing on February 15, 2001, this Note at the rate of 8.875% per annumannum shown above, on each Payment Date until the principal hereof of this Note is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest the principal amount of this Note outstanding on the preceding Payment Date shall(after giving effect to all payments of principal made on the preceding Payment Date), as provided subject to certain limitations contained in said Section 3.1 of the Indenture, be . Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding the Person in whose name this Security (or one or more Predecessor Securities) is registered at then current Payment Date or, if no interest has yet been paid, from the close of business date hereof. Interest will be computed on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not basis of [a Business Day), as the case may be, next preceding such Interest Payment Date360-day year and actual days elapsed]. 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the Such principal of and interest on this Security Note shall be made at paid in the office or agency manner specified in the Indenture. ___________________________ (1) Denominations of the Company maintained for the purpose $[____] and in New York, New York, greater whole-dollar denominations in excess thereof. The principal of and interest on this Note are payable 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 . All payments made by check mailed the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the address unpaid principal of this Note. Reference is made to the Person entitled thereto further provisions of this Note set forth on the reverse hereof, which shall have the same effect as such address appears in though fully set forth on the Security Registerface of this Note. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until Unless the certificate of authentication herein hereon has been signed manually executed by the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit under said Indenturethe Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATION[ ] VINTAGE PETROLEUM, INC., a Delaware corporation duly organized and existing under the laws of the State of Delaware (hereinafter herein called the "COMPANY," Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., ................. or registered assigns, the principal sum [set forth in the attached Schedule of $ Increases and Decreases in Global Security]* [of $___________]** on August 15May 1, 2010 2012, and to pay interest thereon from August 18May 2, 2000 2002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on February 15 May 1 and August 15 of November 1 in each year, commencing on February 15November 1, 20012002, at the rate of 8.8758 1/4% per annum, both before and after default, with interest upon overdue interest at the same rate (to the extent legally permitted) 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 shallwill, as provided in said 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 February 1 April 15 or August 1 October 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 shall 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment Payment of the principal of (and premium, if any) and any such interest on this Security shall will be made at the office or agency of the Company maintained for the that purpose in New York, the Borough of Manhattan in The City of 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; PROVIDEDprovided, HOWEVER----------------------- * Insert for Global Securities ** Insert for Certificated Securities 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 appears shall appear in the Security Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOFReference 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. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenturepurpose.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONUnless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation duly organized ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and existing under any certificate issued is registered in the laws name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the State registered owner hereof, Cede & Co., has an interest herein. FEDEX CORPORATION [RULE 144A GLOBAL NOTE] [TEMPORARY REGULATION S GLOBAL NOTE] [REGULATION S GLOBAL NOTE] [GLOBAL EXCHANGE NOTE] representing up to US$ ,000,000 ----- % Notes due ---- ------- Guaranteed as to Payment of Principal and Interest by the Guarantors named in the Indenture FedEx Corporation, a Delaware Corporation, (hereinafter called the "COMPANY,Company" which term includes any successor Person under the Indenture hereinafter referred toto on the reverse hereof), for value received, hereby promises to pay to Cede & Co.Co. C/O the Depository Trust Company 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 or registered assigns, the principal sum of $ set forth on August 15Schedule 1 hereto on , 2010 (the "Maturity Date") and to pay interest thereon from August 18, 2000 or from the most recent "Interest Payment Date Date" to which interest has been paid or duly provided for, semiannually semi-annually on February 15 and August 15 of each year, commencing , , and on February 15, 2001the Maturity Date, at the rate of 8.875% per annum, until the principal hereof is paid or made available duly provided for; provided that if any Registration Default with respect to this Note occurs under the Registration Rights Agreement, then the per annum interest rate on this Note will increase for paymentthe period from the occurrence of such Registration Default until such time as no Registration Default is in effect with respect to this Note (at which time the interest rate will be reduced to its initial rate) at a per annum rate of 0.25% for the first 90-day period following the occurrence of such Registration Default, and by an additional 0.25% thereafter (up to a maximum of 0.50%). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shallwill, as provided in said the Indenture, be paid to the Person in whose name this Security Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on the "Regular Record Date Date" for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. [if this Note is an Original Note, then insert - ; provided that any accrued and unpaid interest (including any Additional Amounts and additional interest payable upon the occurrence of a Registration Default) on this Note upon the issuance of an Exchange Note in exchange for this Note shall cease to be payable to the Holder hereof and shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date.] Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Security Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the TrusteeTrustee referred to on the reverse hereof, notice whereof of which shall be given to Holders of Securities Notes of this series not less than 10 calendar 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 Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said the Indenture. Subject, in The Company will at all times appoint and maintain a Paying Agent (which may be the case of any Global Security, Trustee) authorized by the Company to any applicable requirements of the Depositary, payment of pay the principal of and interest on any Notes of this Security shall be made at series on behalf of the Company and having an office or agency of the Company maintained for the purpose in New York, New York and in such other cities, if any, as the Company may designate in writing to the Trustee (the "Place of Payment") where Notes of this series may be presented or surrendered for payment and where notices, designations or requests in respect for payments with respect to Notes of this series may be served. The Company has initially appointed The Bank of 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; PROVIDED000 Xxxxxxx Xxxxxx, HOWEVERNew York, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto New York 10286, as such address appears in Paying Agent. Interest payments on this Note will be computed and paid on the Security Registerbasis of a 360-day year of twelve 30-day months. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for Interest payable on this Note on any purpose until Interest Payment Date and on the certificate of authentication herein Maturity Date will include interest accrued from and including the most recent Interest Payment Date to which interest has been signed manually by paid or duly provided for (or from and including , , if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Trustee under said IndentureMaturity Date, as the case may be.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONPNM Resources, Inc., a corporation duly organized and existing under the laws of the State of Delaware New Mexico (hereinafter herein called the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $ _____________ Dollars on August 15__________ [if the Note is to bear interest prior to Maturity, 2010 insert - , and to pay interest thereon from August 18, 2000 _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually [semi-annually on February 15 _________and August 15 of _________] [quarterly on _______, _______, _______ and _______] in each year, commencing on February 15, 2001_______________, at the rate of 8.875___% 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 shallwill, as provided in said such Indenture, be paid to the Person in whose name this Security Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 _________ or August 1 _________ (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 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 Note (or one or more Predecessor SecuritiesNotes) 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, notice whereof shall be given to Holders of Securities Notes of this series not less than 10 calendar 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 Notes 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]. Subject[If the Note is not to bear interest prior to Maturity, insert - The principal of this Note 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 Global Securityoverdue 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 applicable requirements of the Depositary, payment 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 shall Note will be made at the office or agency of the Company maintained for the 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 debtsdebts [if applicable, insert - ; PROVIDEDprovided, HOWEVERhowever, 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 appears shall appear in the Security Note Register]. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOFReference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until Unless the certificate of authentication herein hereon has been signed manually executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under said Indenturethe Indenture or be valid or obligatory for any purpose.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONNo. Masco Corporation, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter herein called the "COMPANY“Company," ” which term includes any successor Person corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $ Dollars on August 15[If the Security is to bear interest prior to Maturity, 2010 insert —, and to pay interest thereon from August 18, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually semi-annually on February 15 and August 15 of in each year, commencing on February 15, 2001, at the rate of 8.875% per annum, until the principal hereof is paid or made available for paymentpayment [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 shallwill, as provided in said 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 February 1 or August 1 (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 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject[Interest on the Securities shall be computed on the basis of a 360-day year consisting of 12 30-day months.] [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 Global Securityoverdue 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 any applicable requirements the date payment of the Depositarysuch interest has been made or duly provided for, payment 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 shall will be made at the office or agency of the Company maintained for the that purpose in New Yorkthe Borough of Manhattan, The City of 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 debtsdebts [if applicable, insert —; PROVIDEDprovided, HOWEVERhowever, 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 appears shall appear in the Security Register]. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOFReference 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. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenturepurpose.

CUSIP No. 546347 AB 1 LOUISIANANewcourt Receivables Asset Trust 1997-PACIFIC CORPORATION1, a corporation duly business trust organized and existing under the laws of the State of Delaware (hereinafter called herein referred to as the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toISSUER"), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of $ [ ] Dollars ($____) payable on August 15the earlier of [ ] (the "CLASS A-1 MATURITY DATE") and the Redemption Date, 2010 and if any, pursuant to Sections 10.01 of the Indenture referred to on the reverse hereof. The Issuer will pay interest thereon from August 18, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 of each year, commencing on February 15, 2001, this Note at the rate of 8.875% per annum, annum shown above on each Distribution Date until the principal hereof of this Note is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture. Interest Payment on this Note will accrue for each Distribution Date shall, as provided in said Indenture, be from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business Closing Date. Interest will be computed on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not basis of a Business Day), as the case may be, next preceding such Interest Payment Date360-day year and actual days elapsed. 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the Such principal of and interest on this Security Note shall be made at paid in the office or agency manner specified on the reverse hereof. The principal of the Company maintained for the purpose in New York, New York, and interest on this Note are payable 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 . All payments made by check mailed the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the address unpaid principal of this Note. Reference is made to the Person entitled thereto further provisions of this Note set forth on the reverse hereof, which shall have the same effect as such address appears in though fully set forth on the Security Registerface of this Note. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until Unless the certificate of authentication herein hereon has been signed manually executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under said Indenturethe indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONUnless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. GE EQUIPMENT MIDTICKET LLC, SERIES 2006-1 [___]% CLASS C NOTES GE EQUIPMENT MIDTICKET LLC, SERIES 2006-1, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter called including any successor, the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toIssuer"), for value received, hereby promises to pay to Cede CEDE & Co.CO., or registered assigns, the principal sum of $ _________________________ DOLLARS ($___________), payable as set forth in the Indenture; provided, that the entire unpaid principal amount of this Note shall be due and payable on August 15the earlier of the [____________] Payment Date and the Redemption Date, 2010 and if any, pursuant to Section 10.1 of the Indenture. The Issuer will pay interest thereon from August 18, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 of each year, commencing on February 15, 2001, this Note at the rate of 8.875% per annumannum shown above, on each Payment Date until the principal hereof of this Note is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest the principal amount of this Note outstanding on the preceding Payment Date shall(after giving effect to all payments of principal made on the preceding Payment Date), as provided subject to certain limitations contained in said Section 3.1 of the Indenture, be . Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding the Person in whose name this Security (or one or more Predecessor Securities) is registered at then current Payment Date or, if no interest has yet been paid, from the close of business date hereof. Interest will be computed on the Regular Record Date for such interest, which shall be the February 1 or August 1 (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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements basis of the Depositary, payment actual number of the principal of and interest on this Security shall be made at the office or agency of the Company maintained for the purpose days 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; 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 appears in the Security Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenture.the

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATION049500XX0 Atmos Energy Corporation, a Texas and Virginia corporation duly organized and existing under the laws of the State of Delaware (hereinafter herein called the "COMPANY," Company", which term includes any successor Person entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., Co. or registered assigns, assigns the principal sum of $ ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) on August July 15, 2010 2028, at the office or agency of the Company referred to below, and to pay interest thereon on January 15, 1999 and semiannually thereafter, on January 15 and July 15 in each year, from August 18July 27, 2000 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 of each year, commencing on February 15, 2001, at the rate of 8.8756 3/4% per annum, until the principal hereof is paid or duly provided for, and (to the extent lawful) to pay on demand interest on any overdue interest at the rate borne by the Securities from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made available for paymentor duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shallwill, as provided in said 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 February January 1 or August July 1 (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 for, and interest on such defaulted interest at the interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar days prior to such Special Record Date, or may be paid at any time in any 2 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. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment Payment of the principal of (and premium, if any) and interest on this Security shall will be made at the office or agency of the Company maintained for the that purpose in The City of New York, New Yorkor at such other office or agency of the Company as may be maintained 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; PROVIDEDprovided, HOWEVERhowever, that payment of interest may be made 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 appears in shall appear on the Security Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall not be valid or become obligatory for any purpose until all purposes have the certificate of authentication herein has been signed manually by the Trustee under said Indenturesame effect as if set forth at this place.

CUSIP No. 546347 AB 1 LOUISIANA(1) The Class IIA-PACIFIC CORPORATION, B8 Certificates do not pay interest on a corporation duly organized and existing under current basis. Current interest accrual on the laws Class IIA-B8 Certificates will be added to the Certificate Balance of the State Class IIA-B8 Certificates on each Distribution Date as provided in the Trust Agreement. GS MORTGAGE SECURITIES CORP., DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F CLASS IIA-B8 CERTIFICATE evidencing a beneficial ownership interest in a Trust consisting of Delaware the entire beneficial ownership of two pools of certain adjustable-rate single family, fully amortizing, first lien Mortgage Loans formed and sold by GS MORTGAGE SECURITIES CORP. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR AFFILIATES. THIS CERTIFIES THAT: CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate in the Class IIA-B8 Certificates (the "Class IIA-B8 Certificates") issued by the trust (the "Trust") created pursuant to a trust agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage Certificates Corp., as Depositor (hereinafter called the "COMPANYDepositor," which term includes any successor Person entity under the Indenture hereinafter referred toTrust Agreement), for value receivedJPMorgan Chase Bank, hereby promises as Trustee and custodian (in such capacities the "Trustee" and the "Custodian"), a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of two pools of Mortgage Loans. This Certificate is issued under and is subject to pay the terms, provisions and conditions of the Trust Agreement and also is subject to Cede & Co.certain terms and conditions set forth in (a) the Seller's Warranty Agreement, dated as of September 25, 2001, between KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated as of December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc. (xxx "Wells Fargo Sale and Servicing Xxxxxment" and together with the KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale and Servicing Agreements") to which Sale and Servicing Agreements the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Certificateholder is bound. Distributions of principal and interest on this Certificate (including the final distribution on this Certificate) will be made out of the related Available Distribution Amount, to the extent and subject to the limitations set forth in the Trust Agreement, on the 25th day of each month, or registered assignsif such day is not a Business Day, the principal sum of $ on August 15next succeeding Business Day, 2010 and to pay interest thereon from August 18beginning in June 2002 (each, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 of each yeara "Distribution Date"), commencing on February 15the first Distribution Date specified above, 2001, at the rate of 8.875% 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 shall, as provided in said Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) Certificate is registered at the close of business on the Regular Record Date for such interest, which shall be last Business Day of the February 1 or August 1 (whether or not a Business Day), as month immediately preceding 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 month of such Defaulted Interest to be fixed by distribution (the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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 "). All sums distributable 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. Subject, Certificate are payable in the case of any Global Security, to any applicable requirements of the Depositary, payment of the principal of and interest on this Security shall be made at the office or agency of the Company maintained for the 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 the payment of public and private debts; PROVIDED, HOWEVER, that at . Principal of and interest on this Certificate will be paid in accordance with the option terms of the Company payment Trust Agreement and the Sale and Servicing Agreements. Principal and interest allocated to this Certificate on any Distribution Date will be an amount equal to this Certificate's Percentage Interest of interest may the related Available Distribution Amount to be distributed on this Class of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein called the "Certificates"), and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the quotient, expressed as a percentage, obtained by dividing the denomination of this Certificate specified on the face hereof by the aggregate Certificate Balance of all the Class IIA-B8 Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated among the Classes of Certificates on the applicable Distribution Date in the manner set forth in the Trust Agreement. To the extent provided in the Trust Agreement, with respect to Realized Losses and interest shortfalls, the Subordinate Certificates will be subordinated to the other Classes of Certificates and each of the Subordinate Certificates will be subordinated to each of the other Subordinate Certificates with a lower numerical class designation, if any. All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class, as described in the Trust Agreement. The Class IIA-B8 Certificates were issued on May 29, 2002 with original issue discount ("OID") for federal income tax purposes. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Collection Accounts, the Certificate Account and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust. All distributions or allocations made with respect to each Class on any Distribution Date shall be allocated in accordance with the Trust Agreement. Payment shall be made either (1) by check mailed to the address of the Person entitled thereto each Certificateholder as such address it appears in the Security RegisterCertificate Register on the Record Date immediately prior to such Distribution Date or (2) by wire transfer of immediately available funds to the account of a Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Custodian in writing by the Record Date immediately prior to such Distribution Date and such Certificateholders is the registered owner of Regular Certificates with an initial Certificate Balance of at least $1,000,000. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory The Custodian may charge the Certificateholder a fee for any payment made by wire transfer. Final distribution on the Certificates will be made only upon surrender of the Certificates at the offices of the Certificate Registrar set forth in the notice of such final distribution. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee and the Custodian and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor, the Trustee and the Custodian with the consent of the Certificateholders entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders. The Certificates are issuable in fully registered form only, without coupons, in denominations specified in the Trust Agreement. As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Depository or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Custodian or such other offices or agencies appointed by the Custodian for that purpose until and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to, the Custodian and the Certificate Registrar duly executed by the Certificateholder hereof, or such Certificateholder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate Certificate Balance will be issued to the designated transferee or transferees. As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination. No service charge will be made for any such registration of transfer or exchange, but the Custodian may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Servicer, the Trustee, Custodian and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Custodian, the Servicer, the Certificate Registrar or any such agent shall be affected by notice to the contrary. The obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Accounts and the Certificate Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlier of: (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all property acquired upon foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets of the Trust by the Depositor, when the aggregate Scheduled Principal Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice of termination will be given to each Certificateholder, and the final distribution will be made only upon surrender and cancellation of the Certificates at an office or agency appointed by the Custodian which will be specified in the notice of termination. Any such repurchase of Mortgage Loans and property acquired in respect of the Mortgage Loans shall be made at a price equal to the greater of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust on the day of such purchase, plus accrued and unpaid interest thereon, to the last day in the month in which the Termination Price is distributed to Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and unpaid interest thereon at the Certificate Rate, to the last day in the month in which the Termination Price is distributed to Certificateholders, and (ii) the current appraised value of any such REO Property, such appraisal to be conducted by an appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and (ii) the sum of the aggregate fair market value of all of the assets of the Trust (as determined by the Custodian in consultation with the Underwriter (or, if the Underwriter is unwilling or unable to serve in that capacity, a financial advisor selected by the Custodian in a commercially reasonable manner, whose fees will be an expense of the Servicer) based upon the mean of bids from at least three recognized broker/dealers that deal in similar assets) as of the close of business on the third Business Day preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the Trust Agreement. Unless the certificate of authentication herein hereon has been signed manually executed by the Trustee Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under said Indenturethe Trust Agreement or be valid for any purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Custodian has executed this Custodian on behalf of the Trust as Custodian under the Trust Agreement, and the Custodian shall be liable hereunder only in respect of the assets of the Trust. Capitalized terms used herein and not defined herein shall have the meaning given them in the Trust Agreement.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONNumber of PEPS Units -------- VALERO ENERGY CORPORATION VEC TRUST I PEPS UNITS This PEPS Units Certificate certifies that Cede & Co. is the registered Holder of the number of PEPS Units set forth above. Each PEPS Unit consists of (i) either (a) the beneficial ownership by the Holder of one Preferred Security (the "PREFERRED SECURITY") of VEC Trust I, a corporation duly organized and existing under Delaware statutory business trust (the laws "TRUST"), having a stated liquidation amount of $[25], subject to the Pledge of such Preferred Security by such Holder pursuant to the Pledge Agreement, or (b) upon the occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement Date, the appropriate Applicable Ownership Interest (as specified in clause (A) of the State definition of such term) of the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Valero Energy Corporation, a Delaware corporation (hereinafter called the "COMPANY," "). All capitalized terms used herein which term includes any successor Person are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, constituting part of each PEPS Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Indenture hereinafter referred to)Purchase Contract comprising part of such PEPS Unit. The Pledge Agreement provides that all payments of the liquidation amount with respect to any of the Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, for value received, hereby promises to pay to Cede & Co.as the case may be, or registered assignscash distributions on any Pledged Preferred Securities (as defined in the Pledge Agreement) or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the principal sum case may be, constituting part of $ on August 15the PEPS Units received by the Securities Intermediary shall be paid by wire transfer in same day funds (i) in the case of (A) cash distributions with respect to Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, 2010 as the case may be, and (B) any payments of the liquidation amount with respect to pay interest thereon from August 18any Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, 2000 or as the case may be, that have been released from the most recent Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account designated by the Purchase Contract Agent, no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Securities Intermediary (provided that in the event such payment is received by the Securities Intermediary on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments of the liquidation amount with respect to any of the Pledged Preferred Securities or the appropriate Applicable Ownership Interest Payment (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, to the Company on the Purchase Contract Settlement Date to (as described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the PEPS Units of which interest has been paid such Pledged Preferred Securities or duly provided forthe Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, semiannually as the case may be, are a part under the Purchase Contracts forming a part of such PEPS Units. Distributions on February 15 any Preferred Security or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, forming part of a PEPS Unit evidenced hereby, which are payable quarterly in arrears on ____________, ____________, ____________, and August 15 ____________ of each year, commencing on February 15____________, 20012000 (a "PAYMENT DATE"), at the rate of 8.875% 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 shall, as provided in said Indenturesubject to receipt thereof by the Purchase Contract Agent from the Securities Intermediary, be paid to the Person in whose name this Security PEPS Unit Certificate (or one or more a Predecessor SecuritiesPEPS Unit Certificate) is registered at the close of business on the Regular Record Date for such interestPayment Date. Each Purchase Contract evidenced hereby obligates the Holder of this PEPS Units Certificate to purchase, and the Company to sell, on ____________, 200_ (THE "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $[25] (the "STATED AMOUNT"), a number of shares of Common Stock, $0.01 par value ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have such occurred a Termination Event or an Early Settlement with respect to the PEPS Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the February 1 Purchase Contract Settlement Date by application of payment received in respect of the liquidation amount with respect to any Pledged Preferred Securities pursuant to the Remarketing or August 1 the appropriate Applicable Ownership Interest (whether or not a Business Day)as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, next preceding pledged to secure the obligations under such Interest Purchase Contract of the Holder of the PEPS Unit of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a PEPS Unit evidenced hereby, an amount (the "PURCHASE CONTRACT PAYMENTS") equal to __% per annum of the Stated Amount. Any such interest not so punctually paid or duly provided for Such Purchase Contract Payments 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) PEPS Units Certificate is registered at the close of business on a Special the Record Date for such Payment Date. The Company may, at its option, defer Purchase Contract Payments. Distributions on the payment Preferred Securities, the Applicable Ownership (as specified in clause (B) of the definition of such Defaulted Interest to term) and Purchase Contract Payments will be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the principal of and interest on this Security shall be made payable at the office or agency of the Company maintained for the purpose Purchase Contract Agent in New YorkYork City or, 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; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made Company, by check mailed to the address of the Person entitled thereto as such address appears in on the Security PEPS Units Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOFReference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until Unless the certificate of authentication herein hereon has been signed manually executed by the Trustee Purchase Contract Agent by manual signature, this PEPS Units Certificate shall not be entitled to any benefit under said Indenturethe Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONCOMMUNITY BANK SYSTEM, INC. 9.75% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE, SERIES A, DUE JANUARY 31, 2027 Community Bank System, Inc., a Delaware corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "COMPANY," Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., Community Capital Trust I (the "Trust") or registered assigns, the principal sum of $ thirty million nine hundred twenty-eight thousand Dollars on August 15January 31, 2010 2027 (the "Maturity Date"), unless previously prepaid, and to pay interest thereon on the outstanding principal amount hereof from August 18February 3, 2000 1997, or from the most recent interest payment date (each such date, an "Interest Payment Date Date") to which interest has been paid or duly provided for, semiannually semi-annually (subject to deferral as set forth herein) in arrears on February 15 January 31 and August 15 July 31 of each year, commencing on February 15July 31, 2001, 1997 at the rate of 8.8759.75% per annum, annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is paid enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded semi- annually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months and, for any period less than a full calendar month, the number of days elapsed in such month. In the event that any date on which the principal of (or premium, if any) or interest on this Security is payable is not a Business Day, then payment payable on such date will be made available for paymenton the next succeeding day that 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 such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date shallwill, as provided in said the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the Regular Record Date regular record date for such interestinterest installment, which shall be the February 1 or August 1 (whether or not a Business Day), as fifteenth day prior to the case may be, next preceding such relevant Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder holders on such Regular Record Date regular record date and may either be paid to the Person in whose name this Security (or one or more Predecessor Prede- cessor Securities) is registered at the close of business on a Special Record Date special record date to be fixed by the Trustee for the payment of such Defaulted Interest to be fixed by the Trusteedefaulted interest, notice whereof shall be given to Holders the holders of Securities of this series not less than 10 calendar days prior to such Special Record Datespecial record date, or may 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 the Indenture. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the The principal of (and premium, if any) and interest on this Security shall be made payable at the office or agency of the Company Trustee maintained for the that purpose in New York, New York, in such any coin or currency of the United States of America as that at the time of payment is legal tender for payment of public and private debts; PROVIDEDprovided, HOWEVERhowever, that at the option of the Company that, payment of interest may be made at the option -------- ------- of the Company by (i) check mailed to the holder at such address of as shall appear in the Security Register or (ii) by transfer to an account maintained by the Person entitled thereto thereto, provided that proper written transfer instructions have been received by the relevant record date. Notwithstanding the foregoing, so long as the Holder of this Security is the Trust, the payment of the principal of (and premium, if any) and interest on this Security will be made at such address appears place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of Senior Indebtedness, and this Security Registeris issued subject to the provisions of the Indenture with respect thereto. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOFEach holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACEEach holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Security shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the certificate Certificate of authentication herein has Authentication hereon shall have been signed manually by or on behalf of the Trustee under said IndentureTrustee. The provisions of this Security are continued on the reverse side hereof and such provisions shall for all purposes have the same effect as though fully set forth at this place.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONNumber of PEPS Units -------- VALERO ENERGY CORPORATION VEC TRUST [ ] PEPS UNITS This PEPS Units Certificate certifies that Cede & Co. is the registered Holder of the number of PEPS Units set forth above. Each PEPS Unit consists of (i) either (a) the beneficial ownership by the Holder of one Preferred Security (the "PREFERRED SECURITY") of VEC Trust [ ], a corporation duly organized and existing under Delaware statutory business trust (the laws "TRUST"), having a stated liquidation amount of $[25], subject to the Pledge of such Preferred Security by such Holder pursuant to the Pledge Agreement, or (b) upon the occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement Date, the appropriate Applicable Ownership Interest (as specified in clause (A) of the State definition of such term) of the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Valero Energy Corporation, a Delaware corporation (hereinafter called the "COMPANY," "). All capitalized terms used herein which term includes any successor Person are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, constituting part of each PEPS Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Indenture hereinafter referred to)Purchase Contract comprising part of such PEPS Unit. The Pledge Agreement provides that all payments of the liquidation amount with respect to any of the Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, for value received, hereby promises to pay to Cede & Co.as the case may be, or registered assignscash distributions on any Pledged Preferred Securities (as defined in the Pledge Agreement) or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the principal sum case may be, constituting part of $ on August 15the PEPS Units received by the Securities Intermediary shall be paid by wire transfer in same day funds (i) in the case of (A) cash distributions with respect to Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, 2010 as the case may be, and (B) any payments of the liquidation amount with respect to pay interest thereon from August 18any Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, 2000 or as the case may be, that have been released from the most recent Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account designated by the Purchase Contract Agent, no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Securities Intermediary (provided that in the event such payment is received by the Securities Intermediary on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments of the liquidation amount with respect to any of the Pledged Preferred Securities or the appropriate Applicable Ownership Interest Payment (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, to the Company on the Purchase Contract Settlement Date to (as described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the PEPS Units of which interest has been paid such Pledged Preferred Securities or duly provided forthe Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, semiannually as the case may be, are a part under the Purchase Contracts forming a part of such PEPS Units. Distributions on February 15 any Preferred Security or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, forming part of a PEPS Unit evidenced hereby, which are payable quarterly in arrears on ____________, ____________, ____________, and August 15 ____________ of each year, commencing on February 15____________, 20012000 (a "PAYMENT DATE"), at the rate of 8.875% 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 shall, as provided in said Indenturesubject to receipt thereof by the Purchase Contract Agent from the Securities Intermediary, be paid to the Person in whose name this Security PEPS Unit Certificate (or one or more a Predecessor SecuritiesPEPS Unit Certificate) is registered at the close of business on the Regular Record Date for such interestPayment Date. Each Purchase Contract evidenced hereby obligates the Holder of this PEPS Units Certificate to purchase, and the Company to sell, on ____________, 200_ (THE "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $[25] (the "STATED AMOUNT"), a number of shares of Common Stock, $0.01 par value ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have such occurred a Termination Event or an Early Settlement with respect to the PEPS Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the February 1 Purchase Contract Settlement Date by application of payment received in respect of the liquidation amount with respect to any Pledged Preferred Securities pursuant to the Remarketing or August 1 the appropriate Applicable Ownership Interest (whether or not a Business Day)as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, next preceding pledged to secure the obligations under such Interest Purchase Contract of the Holder of the PEPS Unit of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a PEPS Unit evidenced hereby, an amount (the "PURCHASE CONTRACT PAYMENTS") equal to __% per annum of the Stated Amount. Any such interest not so punctually paid or duly provided for Such Purchase Contract Payments 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) PEPS Units Certificate is registered at the close of business on a Special the Record Date for such Payment Date. The Company may, at its option, defer Purchase Contract Payments. Distributions on the payment Preferred Securities, the Applicable Ownership (as specified in clause (B) of the definition of such Defaulted Interest to term) and Purchase Contract Payments will be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the principal of and interest on this Security shall be made payable at the office or agency of the Company maintained for the purpose Purchase Contract Agent in New YorkYork City or, 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; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made Company, by check mailed to the address of the Person entitled thereto as such address appears in on the Security PEPS Units Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOFReference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until Unless the certificate of authentication herein hereon has been signed manually executed by the Trustee Purchase Contract Agent by manual signature, this PEPS Units Certificate shall not be entitled to any benefit under said Indenturethe Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONUnless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. GE EQUIPMENT MIDTICKET LLC, SERIES 2007-1 [___]% CLASS C NOTES GE EQUIPMENT MIDTICKET LLC, SERIES 2007-1, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter called including any successor, the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toIssuer"), for value received, hereby promises to pay to Cede CEDE & Co.CO., or registered assigns, the principal sum of $ _________________________ DOLLARS ($___________), payable as set forth in the Indenture; provided, that the entire unpaid principal amount of this Note shall be due and payable on August 15the earlier of the [____________] Payment Date and the Redemption Date, 2010 and if any, pursuant to Section 10.1 of the Indenture. The Issuer will pay interest thereon from August 18, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 of each year, commencing on February 15, 2001, this Note at the rate of 8.875% per annumannum shown above, on each Payment Date until the principal hereof of this Note is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest the principal amount of this Note outstanding on the preceding Payment Date shall(after giving effect to all payments of principal made on the preceding Payment Date), as provided subject to certain limitations contained in said Section 3.1 of the Indenture, be . Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding the Person in whose name this Security (or one or more Predecessor Securities) is registered at then current Payment Date or, if no interest has yet been paid, from the close of business date hereof. Interest will be computed on the Regular Record Date for such interest, which shall be the February 1 or August 1 (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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements basis of the Depositary, payment actual number of the principal of and interest on this Security shall be made at the office or agency of the Company maintained for the purpose days 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; 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 appears in the Security Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenture.the

CUSIP No. 546347 AB 1 LOUISIANA553083 BD 7 ----------- MMCA AUTO OWNER TRUST 2000-PACIFIC CORPORATION2 6.78% CLASS A-3 ASSET BACKED NOTES MMCA Auto Owner Trust 2000-2, a corporation duly business trust organized and existing under the laws of the State of Delaware (hereinafter called herein referred to as the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toIssuer"), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of $ TWO HUNDRED SIXTY MILLION DOLLARS payable on August 15each Payment Date in the aggregate amount, 2010 if any, payable from the Note Payment Account in respect of principal on the Class A-3 Notes pursuant to Section 2.8 of the Indenture, dated as of November 1, 2000 (as amended, supplemented or otherwise modified and in effect from time to time, the "Indenture"), between the Issuer and Bank of Tokyo-Mitsubishi Trust Company, a New York banking corporation, as Indenture Trustee (in such capacity the "Indenture Trustee"); provided, however, that if not paid prior to such date, the entire unpaid principal amount of this Class A-3 Note shall be due and payable on the earlier of the October 2004 Payment Date (the "Class A-3 Final Payment Date") and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer shall pay interest thereon from August 18, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 of each year, commencing on February 15, 2001, this Class A-3 Note at the rate of 8.875% per annum, annum shown above on each Payment Date until the principal hereof of this Class A-3 Note is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest the principal amount of this Class A-3 Note outstanding on the preceding Payment Date shall, as provided in said Indenture, be paid (after giving effect to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close all payments of business principal made on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Daypreceding Payment Date), as subject to certain limitations contained in Section 3.1 of 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. SubjectInterest on this Class A-3 Note will accrue for each Payment Date from and including the previous Payment Date (or, in the case of any Global Securitythe initial Payment Date or if no interest has been paid, from the Closing Date) to any applicable requirements but excluding such Payment Date. Interest will be computed on the basis of the Depositary, payment a 360-day year of the twelve 30-day months. Such principal of and interest on this Security Class A-3 Note shall be made at the office or agency of the Company maintained for the 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; 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 appears paid in the Security Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for any purpose until manner specified on the certificate of authentication herein has been signed manually by the Trustee under said Indenturereverse hereof.

CUSIP No. 546347 AB 655844 AQ 1 LOUISIANA-PACIFIC -------------------- NORFOLK SOUTHERN CORPORATION NOTE DUE FEBRUARY 15, 2031 NORFOLK SOUTHERN CORPORATION, a corporation duly organized and existing under the laws of the State Commonwealth of Delaware Virginia (hereinafter herein called the "COMPANY," Corporation", which term includes any successor Person corporation under the Base Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $ [________] Million Dollars ($[________]) on August February 15, 2010 2031 and to pay interest thereon from August 18February 6, 2000 2001 or from the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided for, semiannually semi-annually in arrears on February August 15 and August February 15 of each year, commencing on February August 15, 2001, at the a rate of 8.8757 1/4% per annum, annum until the principal hereof is paid or made available for payment, and on any overdue principal and premium, if any, at a rate of 7 1/4% per annum and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at a rate of 7 1/4% per annum compounded semi-annually. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall(as defined below) shall be calculated as provided in the Base Indenture. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day, with the same force and effect as if made on such date and no interest shall accrue on the amount so payable from the period from and after such Interest Payment Date or Maturity Date, as the case may be (each date on which interest is actually payable, an "Interest Payment Date"). The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said the Base Indenture, be paid to the Person in whose name this Security Note (or one or more Predecessor SecuritiesSecurity, as defined in said Base Indenture) is registered at the close of business on the Regular Record Date regular record date for such interestinterest installment, which shall be the close of business on the August 1 and February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder registered Holders on such Regular Record Date regular record date and may either be paid to the Person in whose name this Security Note (or one or more Predecessor SecuritiesSecurity) is registered at the close of business on a Special Record Date special record date to be fixed by the Trustee for the payment of such Defaulted Interest to be fixed by the Trusteedefaulted interest, notice whereof shall be given to the registered Holders of Securities of this series Notes not less than 10 calendar days prior to such Special Record Datespecial record date, or may 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 Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said the Base Indenture. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the The principal of and premium, if any, and the interest on this Security Note shall be made payable at the office or agency of the Company Trustee maintained for the that purpose in New York, New York, in such any coin or currency of the United States of America as that at the time of payment is legal tender for payment of public and private debts; PROVIDEDprovided, HOWEVERhowever, that payment of interest may be made, at the option of the Company payment of interest may be made Corporation and upon prior notice to the Trustee, by check mailed to the address of the Person entitled thereto as registered Holder at such address appears as shall appear in the Security RegisterRegister or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOFThe indebtedness evidenced by this Note is, to the extent provided in the Base Indenture, equal in right of payment with all other unsecured and unsubordinated indebtedness of the Corporation, and this Note is issued subject to the provisions of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture with respect thereto. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACEEach Holder of this Note, by accepting the same, agrees to and shall be bound by such provisions, and authorizes and directs the Trustee on his or her behalf to be bound by such provisions. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the provisions contained herein and in the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture by each Holder of unsecured and unsubordinated indebtedness of the Corporation, whether now outstanding or hereafter incurred, and waives reliance by each such Holder or creditor upon said provisions. This Security Note shall not be entitled to any benefit under the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture or the Fourth Supplemental Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the certificate Certificate of authentication herein has Authentication hereon shall have been signed manually by or on behalf of the Trustee under said IndentureTrustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONIssue Date Stated Maturity: ----- ------ Royal Bank of Canada, a corporation duly organized and existing Schedule I bank under the laws of the State of Delaware Bank Act (hereinafter Canada) (herein called the "COMPANY," Bank", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co.to_______, or registered assigns, the principal sum of $ on August 15of______Dollars on_____[if the Security is to bear interest prior to Maturity, 2010 insert -- , and to pay interest thereon from August 18, 2000 _______or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 15 and August 15 of [semi-annually] on_______and________in each year, commencing on February 15, 2001commencing______, at the rate of 8.875% of_______% per annum, until the principal hereof is paid or made available for payment, [if applicable, insert -- ; provided that any overdue principal, if any, premium and any overdue installment of interest 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 shallwill, as provided in said 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 February 1 or August 1 (whether 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 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject.] [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 Global Securityoverdue premium shall bear interest at the rate of______% per annum (to the extent that the payment of such interest shall be legally enforceable), to from the dates such amounts are due until they are paid or made available for payment. Interest on any applicable requirements of the Depositary, payment overdue principal or premium shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert -- any such] interest on this Security shall will be made at the office or agency of the Company Bank maintained for the that purpose in New York, New Yorkin_____, 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 debtsdebts [if applicable, insert -- ; PROVIDEDprovided, HOWEVERhowever, that at the option of the Company Bank payment of interest may be made by check mailed to the address of the Person entitled thereto as such address appears shall appear in the Security Register]. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOFReference 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. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenturepurpose.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONPfizer Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter herein called the "COMPANY," Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $ Dollars [or other currency or currency units] on August 15[if the Security is to bear interest prior to Maturity, 2010 and interest payments are not extendable, insert--, and to pay interest thereon from August 18, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually [insert- semi-annually, quarterly, monthly or other description of the relevant payment period] on February 15 [ ] and August 15 of in each year, commencing on February 15, 2001, at the rate of 8.875% per annum, 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 shallwill, as provided in said 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 February 1 or August 1 [ ] (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 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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]. Subject[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), from the dates of such amounts are due until they are paid or made available for payment. Interest on any Global Securityoverdue principal or premium shall be payable on demand. Any such interest on any overdue principal or premium which 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), to on the date of such demand until the amount so demanded is paid or made available for payment. Interest on any applicable requirements of the Depositary, payment overdue principal shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert--any such] interest on this Security shall will be made at the office or agency of the Company maintained for the that purpose in New York, New York, in such coin or currency of [the United States of America America] [insert other currency, if applicable] as at the time of payment is legal tender for payment of public and private debtsdebts [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 appears shall appear in the Security RegisterRegister 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 SET FORTH ON THE REVERSE HEREOF[if this Security is a Global Security, insert--All payments of principal, premium, if any, and interest in respect of this Security will be made by the Company in immediately available funds.] 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. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenturepurpose.

CUSIP No. 546347 AB 1 LOUISIANA-PACIFIC CORPORATIONNo. _______ [$]_________ The Interpublic Group of Companies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter herein called the "COMPANYCompany," which term includes any successor Person corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co._______________, or registered assigns, the principal sum of $ _______________ [Dollars] on August 15_______________ [if the Security is to bear interest prior to Maturity, 2010 insert-- and to pay interest thereon from August 18, 2000 _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually semi-annually on February 15 _______________ and August 15 _______________ in each year [if other than semi-annual payments, insert frequency of each yearpayments and payment dates], commencing on February 15, 2001_____________________, at [if the Security is to bear interest at a fixed rate, insert-- the rate of 8.875_____% per annum], [if the Security is to bear interest at a variable or floating rate and if determined with reference to an index, refer to description of index below] until the principal hereof is paid or made available for paymentpayment [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 shallwill, as provided in said 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 February 1 __________ or August 1 __________ (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 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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]. Subject[If the Securities are floating or adjustable rate securities with respect to which the principal of or any premium or interest may be determined with reference to an index, insert the text of the floating or adjustable rate provision.] [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 Global Securityoverdue 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 any applicable requirements the date payment of the Depositarysuch interest has been made or duly provided for, payment 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 shall will be made at the office or agency of the Company maintained for the 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 debtsdollars [if applicable, insert--; PROVIDEDprovided, HOWEVERhowever, that at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address appears shall appear in the Security Register]. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF[If applicable, insert-- So long as all of the Securities of this series are represented by Securities in global form, the principal of, premium, if any, and interest, if any, on this global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACEIf at any time the Securities of this series are no longer represented by global Securities and are issued in definitive certificated form, then the principal of, premium, if any, and interest, if any, on each certificated Security at Maturity shall be paid in same day funds to the Holder upon surrender of such certificated Security at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. This Payments of interest with respect to such certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or Special Record 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 hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenturepurpose.

CUSIP No. 546347 927460 AB 1 LOUISIANA-PACIFIC CORPORATIONVINTAGE PETROLEUM, INC., a Delaware corporation duly organized and existing under the laws of the State of Delaware (hereinafter herein called the "COMPANY," Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., ............................. or registered assigns, the principal sum of $ ...................... on August 15[ ], 2010 2009, and to pay interest thereon from August 18[ ], 2000 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on February 15 [ ] and August 15 of [ ] in each year, commencing on February 15[ ], 20011997, at the rate of 8.875[ ]% per annum, both before and after default, with interest upon overdue interest at the same rate (to the extent legally permitted) 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 shallwill, as provided in said 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 February 1 [ ] or August 1 [ ] (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 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, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar 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. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment Payment of the principal of (and premium, if any) and any such interest on this Security shall will be made at the office or agency of the Company maintained for the that purpose in New York, the Borough of Manhattan in The City of 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; PROVIDEDprovided, HOWEVERhowever, 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 appears shall appear in the Security Register. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOFReference 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. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under said Indenturepurpose.