Common use of Forms Generally Clause in Contracts

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Initial Securities issued from time to time and the Trustee’s certificate of authentication thereon relating thereto shall be substantially in the form of Exhibit A. Initial Securities may be issued in an unlimited aggregate principal amount, of which $250,000,000 will be issued on the Issue Date. The Exchange Securities issued from time to time and the Trustee’s certificate of authentication relating thereto shall be substantially in the forms set forth form of Exhibit B. Exchange Securities may also be issued in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and an unlimited aggregate principal amount. The Securities may have such lettersnotations, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with by law, stock exchange rule or Depositary rule or usage. The Company and the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by Trustee shall approve the officers executing such Securities and Guarantees, as evidenced by their execution form of the Securities and Guaranteesany notation, legend or endorsement on them. Any portion of the text of any Security may be set forth on the reverse thereofIf required, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Security shall be listed, all as determined by dated the officers executing such date of its authentication. The terms and provisions contained in the Securities, annexed hereto as evidenced Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby. Initial Series A Securities offered and sold in reliance on Rule 144A or Regulation S shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global Securities in registered form, substantially in the form set forth in Section 202Exhibit A (the “Global Security”), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Section 2.14. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged issued in exchange for Series A Securities shall interests in a Global Security pursuant to Section 2.15 may be issued initially in the form of one or more Series B Global Securities, permanent Certificated Securities in registered form in substantially in the form set forth in Section 202, deposited upon issuance with Exhibits A and B (the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided“Physical Securities”).

Forms Generally. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Securities (including the notations thereon relating to the Subsidiary Guarantees, if any, and the Trustee's certificate of authentication) offered and sold shall be issued initially in the form of one or more permanent global Securities substantially in the form set forth in Sections 2.2 through 2.5 hereof (each being herein called a "Global Security") deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. To the extent required by the rules and procedures of the Depository, Series A Securities initially issued in reliance on Regulation S, Rule 144A or another exemption from the registration requirements of the Securities Act shall be represented by separate Global Securities. Subject to the limitation set forth in Section 3.1, the principal amounts of the Global Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee as custodian for the Depository, as hereinafter provided. Securities (including the notations thereon relating to the Subsidiary Guarantees, if any, and the Trustee's certificate of authentication) exchanged for beneficial interests in a Global Security as described in Section 3.6 shall be issued in the form of permanent certificated securities in registered form in substantially the form set forth in Sections 2.2 through 2.5 hereto ("Physical Securities"). The Series A Securities and the Series B Securities, the Guarantees notations thereon relating to the Subsidiary Guarantees, if any, and the Trustee’s 's certificate of authentication thereon shall be in substantially the respective forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, CUSIP or other numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the Securities and or notations of Subsidiary Guarantees, as the case may be. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printedIn addition to the requirements of Section 2.3, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by also have set forth on the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the reverse side thereof a form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit assignment and forms to an account of a direct or indirect participant of the Depositary, duly executed elect purchase by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time pursuant to time be increased Section 10.16 or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided10.17 hereof.

Forms Generally. The Registered Securities, the Guarantees if any, of each series and the Trustee’s certificate Bearer Securities, if any, and the coupons, if any, appertaining thereto, of authentication thereon each series shall be in substantially such form (including global form) as shall be established by delivery to the forms set forth Trustee of an Officers' Certificate or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and Guaranteesor coupons, as evidenced by their execution of the Securities and Guaranteesor coupons. Any portion If the forms of the text Securities or coupons of any Security may series are established by an Officers' Certificate, such Officers' Certificate shall be set forth on delivered to the reverse thereof, with an appropriate reference thereto on Trustee at or prior to the face delivery of the SecurityCompany Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner manner, provided, that such method is permitted by the rules of any securities exchange on which the such Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be issued initially in substantially the following form: This is one of the Securities of the series designated therein referred to in the form within-mentioned Indenture. The Bank of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the TrusteeNew York, as custodian for Trustee By:_________________________________ Authorized Signatory SECTION 203. Securities in Global Form. If Securities of a series are issuable in temporary or definitive global form, as specified as contemplated by Section 301, then, notwithstanding Clause (10) of Section 301 and the Depositaryprovisions of Section 302, registered in the name any such Security shall represent such of the Depositary or its nominee, in each case for credit to an account Outstanding Securities of a direct or indirect participant of such series as shall be specified therein and may provide that it shall represent the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Outstanding Securities from time to time endorsed thereon and that the Rule 144A Global aggregate amount of Outstanding Securities represented thereby may from time to time be increased reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or decreased any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by adjustments made on the records of the TrusteeTrustee in such manner, and upon instructions given by such Person or Persons, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202manner, deposited and upon issuance with instructions given by the TrusteePerson or Persons, as custodian for the Depositary, registered specified therein or in the name of the Depositary applicable Company Order. If a Company Order pursuant to Section 303 or its nominee304 has been, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositarysimultaneously is, duly executed delivered, any instructions by the Company with respect to endorsement, or delivery or redelivery, of a Security in global form shall be in writing, but need not comply with Section 102 and authenticated need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form, if such Security was never issued and sold by the Trustee as hereinafter provided; providedCompany, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date Company delivers to the Trustee the Security in global form, together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests reduction in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of Securities represented thereby and the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed written statement contemplated by the Company and authenticated by the Trustee as hereinafter providedlast sentence of Section 303. ARTICLE THREE The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.Securities

Forms Generally. The Securities, the Guarantees if any, of each series and the Trustee’s certificate of authentication thereon Securities in global form, if any, shall be in substantially the forms set forth form established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers of the Issuer executing such Securities and GuaranteesSecurities, as evidenced by their execution of such Securities. If the forms of the Securities and Guarantees. Any portion of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the text of any Security may be set forth on Issuer and delivered to the reverse thereof, with an appropriate reference thereto on Trustee at or prior to the face delivery of the Securitywritten order contemplated by Section 3.3 for the authentication and delivery of such Securities. Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Issuer executing such Securities, as evidenced by their execution of such Securities. Initial Series A The Guarantee of any applicable series of Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of established by or pursuant to a Board Resolution or in one or more Rule 144A Global Securitiesindentures supplemental hereto, substantially in shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the form set forth in Section 202, deposited upon issuance with Officers of the TrusteeGuarantor executing such Guarantee, as custodian for the Depositary, registered in the name evidenced by their execution of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedGuarantee.

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate of authentication thereon Securities shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchangeexchange or Depositary thereof, any organizational document or governing instrument or applicable law the Code and regulations thereunder, or as may, consistently herewith, be determined by the officers Officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. The Company shall approve the form of the Securities and Guaranteesany notation, legend or endorsement on the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedlisted or quoted, as the case may be, all as determined by the officers Officers executing such Securities, Securities as evidenced by their execution of such Securitiesthereof. Initial Series A In certain cases described elsewhere herein, the legends set forth in Section 2.2 may be omitted from Securities issued hereunder. Securities offered and sold in their initial distribution in reliance on Rule 144A shall initially be issued initially in the form of one or more Rule 144A Global SecuritiesSecurities (collectively, the "Global Security") in fully registered form without interest coupons, substantially in the form of Security set forth in Sections 2.2 and 2.3, with such applicable legends as are provided for in Section 2022.2, deposited upon issuance with the Trustee, except as custodian for the Depositary, otherwise permitted herein. Such Global Security shall be registered in the name of a nominee of the Depositary or and deposited with the Trustee, at its nomineeNew York office, in each case as custodian for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount Global Security and all other Securities evidencing the debt, or any portion of the Rule 144A debt, initially evidenced by such Global Security, shall collectively be referred to herein as the "Restricted Securities." The Securities may from time to time will be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedissued only in registered form. Initial Series A The Securities offered and sold in reliance on Regulation S shall will be issued in the form denominations of one or more Regulation S Global Securities$1,000 and in integral multiples of $1,000 in excess thereof, substantially in the form set forth as provided in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided3.2.

Forms Generally. The Securities, the Guarantees Securities of each series and the Trustee’s certificate of authentication thereon any Coupons to be attached thereto shall be substantially in substantially the forms set forth such form as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law, rule or regulation or with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewithconsistent with the provisions of this Indenture, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities. Temporary Securities of any series may be issued as permitted by Section 304. If the form of Securities or Coupons of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, shall be certified by the Secretary or an Assistant Secretary of the Company and Guaranteesdelivered to the Trustee at or prior to the delivery of the Company Order contemplated in Section 303 for the authentication and delivery of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated in Section 301, Bearer Securities shall have Coupons attached. The definitive Securities and Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities and Coupons. Initial Series A Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. This is one of the Securities offered of the series designated herein and sold in reliance on Rule 144A shall be issued initially referred to in the form within-mentioned Indenture. , ----------------------------- as Trustee By --------------------------- Authorized Officer Section 203. ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, Indenture hereinafter referred to and is registered in the name of the a Depositary or its nomineea nominee thereof. This Security may not be transferred to, in each case or registered or exchanged for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of of, any Person other than the Depositary or its nomineea nominee thereof and no such transfer may be registered, except in each case the limited circumstances described in the Indenture. Every Security authenticated and delivered upon registration or transfer of, or in exchange for credit by the Depositary to an account of a direct or indirect participant of the Depositaryin lieu of, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities this Security shall be credited a Global Security subject to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests foregoing, except in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedsuch limited circumstances."

Forms Generally. (a) The Securities1998 Initial Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated May 19, 1998, among the Guarantees Company, Chase Securities Inc., BT Alex. Xxxxx Incorporated and PaineWebber Incorporated (the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules "Purchase Agreement"). Initial Notes of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution series of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold to qualified institutional buyers (as defined in reliance on Rule 144A shall under the Securities Act ("Rule 144A")) in the United States of America (a "Rule 144A Note") will be issued initially in the form of one or more Rule 144A Global Securities, a permanent global Security substantially in the form set forth in Section 202of Exhibit A, which is hereby incorporated by reference and expressly made a part of this Indenture (a "Rule 144A Global Note"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. A Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Rule 144A Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Notes of any series of Securities offered and sold outside the United States of America (a "Regulation S Note") in reliance on Regulation S shall under the Securities Act ("Regulation S") will initially be issued in the form of one or more Regulation S Global Securities, a temporary global security substantially in the form set forth in Section 202of Exhibit A hereto (a "Regulation S Temporary Global Note"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Beneficial interests in the Regulation S Temporary Global Note of any series shall be exchanged for beneficial interests in a corresponding Security of the same series in permanent global form, substantially in the form of Exhibit A, with the global securities legend and the restricted securities legend (a "Regulation S Permanent Global Note" and, together with the Regulation S Temporary Global Note, a "Regulation S Global Note") within a reasonable time after the expiration of the Restricted Period. A Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Series B a Regulation S Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes of any series of notes resold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in the United States of America (an "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of Exhibit A (an "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. An Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Notes exchanged for interests in the a 144A Note, a Regulation S Note and an Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form set forth in Exhibit B hereto, which is hereby incorporated by reference and expressly made a part of this Indenture, deposited with the Trustee as hereinafter provided, with the applicable legend set forth in Section 2.1(c) hereof (an "Exchange Global Note"). An Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Exchange Global Note and the Institutional Accredited Investor Global Note of any series are sometimes collectively herein referred to as the "Global Securities." The Private Exchange Securities of any series of notes shall be in the form of Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Forms Generally. The Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law depositary thereof or as may, consistently herewith, be determined by the officers executing such Securities and or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or Subsidiary Guarantees, as the Securities and Guarantees. Any portion of the text of any Security case may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitybe. The definitive Securities and Subsidiary Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such SecuritiesSecurities or Subsidiary Guarantees, as the case may be. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in In certain cases described elsewhere herein, the form of one or more Rule 144A Global Securities, substantially in the form legends set forth in the first four paragraphs of Section 202202 may be omitted from Securities issued hereunder. Upon their original issuance, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially Securities registered in the form set forth in Section 202name of DTC, as Depositary, or its nominee and deposited upon issuance with the Trustee, as custodian for DTC, for credit by DTC to the Depositaryrespective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Securities, together with their Successor Securities which are Global Securities other than the Regulation S Global Security, are collectively herein called the "Restricted Global Security." Upon their original issuance, Regulation S Securities shall be issued in the form of one or more Global Securities registered in the name of the Depositary DTC, as depositary, or its nomineenominee and deposited with the Trustee, in each case as custodian for DTC, for credit by to the Depositary to an account of a direct or indirect participant respective accounts of the Depositarybeneficial owners of the Securities represented thereby (or such other accounts as they may direct), duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, provided that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary DTC by or on behalf of Euroclear or Clearstream unless exchanged for interests in Cedel. Such Global Securities, together with their Successor Securities which are Global Securities, are collectively herein called the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the "Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the TrusteeSecurity." Upon their original issuance, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Other Securities shall not be issued initially in the form of one a Global Security or more Series B Global in any other form intended to facilitate book-entry trading in beneficial interests in such Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s certificate 's certificates of authentication thereon thereof shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities. Upon their original issuance, Rule 144A Securities and Guarantees. Any portion shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the text Initial Purchaser with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Regulation S Global Security, are collectively herein called the "Restricted Global Security". Upon their original issuance, Regulation S Securities shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the Initial Purchasers with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Restricted Global Security, are collectively herein called the "Regulation S Global Security". Upon receipt of the Restricted Global Security and the Regulation S Global Security authenticated and delivered by the Trustee, the Book-Entry Depositary shall issue to the Depositary a Depositary Interest in each such Global Security by recording the Depositary Interest in the register of the Book Entry Depositary in the name of Cede & Co., as nominee of the Depositary. Ownership of beneficial interests shall be limited to Participants, including Euroclear and Cedel, and Indirect Participants. Upon the issuance of the Depositary Interest in such Global Security to the Depositary, the Depositary shall credit, on its internal book-entry registration and transfer system, its Participant's accounts with respective interests owned by such Participants. Neither the Depositary nor its Participants shall have any rights either under this Indenture or under any Global Security with respect to such Global Security held on their behalf by the Book-Entry Depositary, and the Book-Entry Depositary may be set forth treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Security for the purpose of receiving payment of or on account of the principal of (premium, if any) and, subject to the provisions of this Indenture, interest on the reverse thereofGlobal Security and for all other purposes. Notwithstanding the foregoing, with an appropriate reference thereto on nothing herein shall prevent the face Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Book-Entry Depositary or impair, as between the Book-Entry Depositary and the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities of each series and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange, any organizational document exchange or governing instrument automated quotation system on which the Securities of such series may be listed or applicable law traded or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Securities Company and Guarantees. Any portion delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods methods, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form SECTION 202. Form of one or more Rule 144A Global SecuritiesFace of Security. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] RELIANT ENERGY, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name INCORPORATED (Title of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedSecurity) No. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided__________ $ __________ CUSIP No. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.________

Forms Generally. The SecuritiesInitial Securities shall be known as the "Floating Rate Senior (Secured) Notes due 2010" and the Exchange Securities shall be known as the "Floating Rate Exchange Senior (Secured) Notes due 2010", in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Twoform annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. The terms and provisions contained in the form of the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Securities substantially in the form set forth in Section 202Exhibit A (the "U.S. Global Security") deposited with, deposited upon issuance or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Securities, temporary certificated Securities in registered form substantially in the form set forth in Section 202, deposited upon issuance with Exhibit A (the Trustee, as custodian for the Depositary, "Temporary Offshore Global Securities"). The Temporary Offshore Global Securities will be registered in the name of, and held by, a temporary certificate holder designated by NationsBanc Capital Markets, Inc. until the termination of the Depositary or its nominee, "restricted period" (as defined in each case for credit by Regulation S) with respect to the Depositary to an account of a direct or indirect participant offer and sale of the DepositaryInitial Securities (the "Offshore Securities Exchange Date"). At any time following the Offshore Securities Exchange Date, duly executed by the Company and authenticated upon receipt by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date Company of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially a certificate substantially in the form of Exhibit B hereto, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Series B Global Securities, permanent certificated Securities in registered form substantially in the form set forth in Section 202Exhibit A (the "Permanent Offshore Physical Securities"), deposited upon issuance with the Trustee, as custodian in exchange for the Depositary, registered surrender of Temporary Offshore Global Securities of like tenor and amount. Initial Securities offered and sold other than as described in the name preceding two paragraphs shall be issued in the form of permanent certificated Securities in registered form in substantially the Depositary or its nominee, form set forth in each case for credit to an account of a direct or indirect participant of Exhibit A (the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided"U.S. Physical Securities"). The aggregate principal amount of Temporary Offshore Global Securities, Permanent Offshore Physical Securities and U.S. Physical Securities are sometimes collectively herein referred to as the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided"Physical Securities".

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in Exhibit A, which is a part of this Article TwoIndenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Guarantees to be endorsed on the Securities shall be in substantially the forms set forth in Exhibit B, which is a part of this Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Guarantees as evidenced by their execution of the Guarantees. The terms and provisions contained in the form of the Securities and Guarantees endorsed thereon, annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The definitive Securities and Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such SecuritiesSecurities and Guarantees, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedGuarantees.

Forms Generally. The Securities, the Guarantees Initial Securities and the Trustee’s 's certificate of authentication thereon relating thereto shall be substantially in the form of EXHIBIT A and shall be in a principal amount at maturity not greater than $500,000,000. The Exchange Securities and the Trustee's certificate of authentication relating thereto shall be substantially in the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and form of EXHIBIT B. The Securities may have such lettersnotations, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with by law, stock exchange rule or Depositary rule or usage. The Company and the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by Trustee shall approve the officers executing such Securities and Guarantees, as evidenced by their execution form of the Securities and Guaranteesany notation, legend or endorsement on them. Any portion of the text of any Security may be set forth on the reverse thereofIf required, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Security shall be listed, all as determined by dated the officers executing such date of its authentication. The terms and provisions contained in the Securities, annexed hereto as evidenced EXHIBIT A and EXHIBIT B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global Securities in registered form, substantially in the form set forth in Section 202EXHIBIT A (the "Global Security"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Section 2.14. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged issued in exchange for Series A Securities shall interests in a Global Security pursuant to Section 2.15 may be issued initially in the form of one or more Series B Global Securities, permanent certificated Securities in registered form in substantially in the form set forth in Section 202, deposited upon issuance with EXHIBITS A AND B (the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided"Physical Securities").

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoII, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 2022.02, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 2022.02, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for Initial Securities shall be issued initially in the form of one or more Exchange Global Securities, substantially in the form set forth in Section 2.02, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Exchange Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Registered Securities, if any, of each series, the Guarantees Bearer Securities, if any, of each series and related coupons, the temporary global Securities of each series, if any, the permanent global Securities of each series, if any, and the Trustee’s certificate of authentication Guarantees, if any, to be endorsed thereon shall be in substantially the forms set forth as shall be established by or pursuant to a Board Resolution of the Company or, with respect to the Guarantees, the Guarantor, as the case may be, or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument exchange or applicable tax law or as may, consistently herewith, be determined by the officers executing such Securities and Securities, including the Guarantees, if any, to be endorsed thereon, or coupons, as evidenced by their execution of the Securities. If the forms of Securities, including the Guarantees, if any, to be endorsed thereon, or coupons of any series are established by action taken pursuant to a Board Resolution of the Company or the Guarantor, as the case may be, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities and Guaranteesor coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities shall be in substantially the form set forth in this Article. The definitive Securities Securities, including the Guarantees, if any, to be endorsed thereon, and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, Guarantees or coupons, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one , Guarantees or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedcoupons.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later end of the commencement of the Offering and the original issue date of applicable "distribution compliance period" identified in Regulation S under the Securities Act which shall in no event be longer than one year (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Forms Generally. The SecuritiesInitial Securities shall be known as the "8 1/2% Senior Subordinated Notes due 2007" and the Exchange Securities shall be known as the "8 1/2% Exchange Senior Subordinated Notes due 2007", in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Initial Series A Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated September 19, 1997, among the Company, Goldxxx, Xxchx & Xo., and Lehmxx Xxxthers Inc. Initial Securities offered and sold to "qualified institutional buyers" (as defined in Rule 144A) in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global Securities in definitive, fully registered form without interest coupons substantially in the form set forth in Section 202this Article (collectively, the "Restricted Global Security") deposited upon issuance with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more permanent global Securities in fully registered form without interest coupons (collectively, the "Regulation S Global Security" and, together with the Restricted Global Security, the "Global Securities" or each individually, a "Global Security") substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, this Article. The Regulation S Global Securities will be registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account a nominee of a direct or indirect participant of the Depositary, duly executed by the Company DTC and authenticated by deposited with the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of the Purchasers, for the accounts of the Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer System ("Euroclear") and certification requirements described belowCedel Bank, S.A. ("CEDEL"). The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or CEDEL, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture. If DTC is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or CEDEL, Euroclear or CEDEL, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC. In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 202 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee. Initial Securities offered and sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in this Article (the "U.S. Physical Securities").

Forms Generally. The Securities, the Guarantees and Debentures (including the Trustee’s certificate 's certificates of authentication thereon authentication) shall be in substantially the forms form set forth in this Article TwoAnnex A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesDebentures, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityDebentures. The definitive Securities Definitive Debentures shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities Debentures may be listed, all as determined by the officers executing such SecuritiesDebentures, as evidenced by their execution of such SecuritiesDebentures. The Initial Series A Securities Debentures are being offered and sold to qualified institutional buyers in reliance on Rule 144A shall ("Rule 144A Debentures") or in offshore transactions in reliance on Regulation S ("Regulation S Debentures"). Rule 144A Debentures initially will be issued initially in the form of represented by one or more Debentures in registered global form without interest coupons (collectively, the "Rule 144A Global Securities, substantially in the form set forth in Section 202, Xxxxxx Xxxxxxxxx"). The Rule 144A Xxxxxx Xxxxxxxxx xxxl be deposited upon issuance with the Trustee, Trustee as custodian for The Depository Trust Company (the "Depositary"), in New York, New York and registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of in the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall Debentures initially will be issued in the form of represented by one or more temporary Debentures in registered global form without interest coupons (collectively, the "Regulation S Temporary Global Securities, substantially in Debenture"). The Regulation S Temporary Global Debenture will be deposited on behalf of the form set forth in Section 202, deposited upon issuance subscribers thereof with the Trustee, as a custodian for the Depositary, . The Regulation S Temporary Global Debenture will be registered in the name of a nominee of the Depositary or its nominee, in each case for credit by to the Depositary to an account subscribers' respective accounts at Euroclear System ("Euroclear") and Cedel Bank, S.A. ("CEDEL"). Beneficial interests in the Regulation S Temporary Global Debenture may be held only through Euroclear or CEDEL. Within a reasonable period of a direct or indirect participant time after the expiration of the Depositary"40-day restricted period" (within the meaning of Rule 903(c)(3) of Regulation S under the Securities Act) (the "40-day restricted period"), duly executed by the Company and authenticated by Regulation S Temporary Global Debenture will be exchanged for one or more permanent Debentures in registered global form without interest coupons (the "Regulation S Permanent Global Debentures" and, together with the Regulation S Temporary Global Debenture, the "Regulation S Global Debenture") upon delivery to the Trustee of certification as hereinafter provided; providedprovided in Section 305(f) hereof. During the 40-day restricted period, however, that upon such deposit beneficial interests in the Regulation S Temporary Global Debenture may be held only through and including Euroclear or CEDEL (as indirect participants in the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”Depositary), all such Securities shall and, pursuant to the Depositary's procedures, beneficial interests in the Regulation S Temporary Global Debenture may not be credited transferred to or through accounts maintained at a Person that takes delivery thereof in the Depositary by or on behalf form of Euroclear or Clearstream unless exchanged for an interest in the Rule 144A Xxxxxx Xxxxxxxxx. Xfter the 40-day restricted period, (i) beneficial interests in the Regulation S Permanent Global Debentures may be transferred to a Person that takes delivery in the form of an interest in the Rule 144A Xxxxxx Xxxxxxxxx xxx (ii) beneficial interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time Xxxxxx Xxxxxxxxx xxx be transferred to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially a Person that takes delivery in the form of one or more Series B Global Securities, substantially an interest in the form set forth Regulation S Permanent Global Debentures, provided, that the certification requirements described in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided305(e) hereof are complied with.

Forms Generally. The SecuritiesSecurities of each series, the Guarantees and the Trustee’s certificate of authentication thereon Coupons if any, to be attached thereto, shall be in substantially the form or forms set forth as shall be established pursuant to sec. 3.01 in this Article Two, each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the any law or with any rules made pursuant thereto or with any rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities Securities, and GuaranteesCoupons, if any, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereofCoupons, with an appropriate reference thereto on the face of the Securityif any. The definitive Securities Securities, and Coupons, if any, of each series shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, and Coupons, if any, as evidenced by their execution of such Securities, and Coupons, if any, subject, with respect to the Securities of any series, to the rules of any securities exchange on which the Securities of such series are listed. Initial Series A sec. 2.02. Form of Trustee's Certificate of Authentication. The Trustee's Certificate of Authentication on all Securities offered and sold in reliance on Rule 144A shall be in substantially the following form: This is one of the Securities of the series provided for under the within- mentioned Indenture. [NAME OF TRUSTEE] as Trustee By Authorized Officer 25 15 sec. 2.03. Form of Trustee's Certificate of Authentication by an Authenticating Agent. If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee's Certificate of Authentication by such Authenticating Agent on all Securities of each such series shall be in substantially the following form: [NAME OF TRUSTEE] as Trustee By [NAME OF AUTHENTICATING AGENT], Authenticating Agent By Authorized Officer sec. 2.04. Securities Issuable in the Form of a Global Security. (a) If the Company shall establish pursuant to sec. 3.01 that the Securities of a particular series are to be issued initially in whole or in part in the form of one or more Rule 144A Global Securities, substantially then the Company shall execute and the Trustee shall, in accordance with sec. 3.03 and the form set forth Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and shall be denominated in Section 202an amount equal to the aggregate principal amount of, deposited upon issuance with the TrusteeOutstanding Securities of such series to be represented by such Global Security or Securities, as custodian for the Depositary, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in each case whole or in part for credit the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to an account a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." (b) Notwithstanding any other provision of this sec. 2.04 or of sec. 3.05, unless the terms of a direct Global Security expressly permit such Global Security to be exchanged in whole or indirect participant in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in sec. 3.05, 26 16 only to the Depositary or another nominee of the DepositaryDepositary for such Global Security, duly executed or to a successor Depositary for such Global Security selected or approved by the Company and authenticated or to a nominee of such successor Depositary. (c)(i) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Trustee as hereinafter providedCompany within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to sec. The 3.01(17) shall no longer be effective with respect to such Global Security and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Rule 144A Global Security in exchange for such Global Security. (ii) The Company may at any time and in its sole discretion determine that the Securities may from time to time be increased of any series issued or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued issuable in the form of one or more Regulation S Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, substantially and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series in exchange for such Global Security or Securities. (iii) If specified by the Company pursuant to sec. 3.01 with respect to Securities issued or issuable in the form set forth in Section 202of a Global Security, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary for such Global Security may surrender such Global Security in exchange in whole or its nominee, in each case part for credit by the Depositary individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by such Depositary. Thereupon the Company shall execute, and the Trustee as hereinafter provided; providedshall authenticate and deliver, howeverwithout service charge, that upon (1) to each Person specified by such deposit through and including the 40th day after the later Depositary a new Security or Securities of the commencement same series of like tenor and terms and of any authorized denominations as requested by such Person or the Depositary in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (2) to such Depositary 27 17 a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the Offering surrendered Global Security and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time delivered to time be increased or decreased by adjustments made on the records Holders thereof. (iv) In any exchange provided for in any of the Trusteepreceding three paragraphs, as custodian the Company will execute and the Trustee will authenticate and deliver individual Fully Registered Securities in authorized denominations. Upon the exchange of a Global Security for the Depositaryindividual Securities, as hereinafter provided. Series B Securities exchanged for Series A Securities such Global Security shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with cancelled by the Trustee, as custodian . Securities issued in exchange for the Depositary, a Global Security pursuant to this sec. 2.04 shall be registered in the name of such names and in such authorized denominations as the Depositary or for such Global Security, pursuant to instructions from its nominee, in each case for credit to an account of a direct or indirect participant of participants or otherwise, shall instruct the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedTrustee. The aggregate principal amount of Trustee shall deliver such Securities to the Series B Global persons in whose names such Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedare so registered. ARTICLE THREE.

Forms Generally. The SecuritiesInitial Securities shall be known as the “7.625% Senior (Secured) Notes due 2011” and the Exchange Securities shall be known as the “7.625% Exchange Senior (Secured) Notes due 2011”, in each case, of the Guarantees Company. The Securities and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, deposited upon issuance with this Article (the Trustee, as custodian for the Depositary, “Restricted Global Securities”). The Restricted Global Securities will be registered in the name of the Common Depositary or its nomineenominee and deposited with the Common Depositary, in each case for credit to an account of a direct or indirect participant Euroclear and Clearstream for the benefit of the DepositaryHolders, and will be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Common Depositary or its nominee, or of the Trustee or Paying Agent, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, deposited upon issuance this Article (the “Regulation S Global Securities” and together with the Trustee, as custodian for Restricted Global Securities the Depositary, “Global Securities”). The Regulation S Global Securities will be registered in the name of the Common Depositary or its nominee, in each case for credit by nominee and deposited with the Depositary to an account of a direct or indirect participant of the Common Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant Euroclear and Clearstream for the benefit of the DepositaryHolders, and will be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Common Depositary or its nominee, or of the Trustee or Paying Agent, as hereinafter provided.

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate definitive Debt Securities of authentication thereon each series shall be in substantially the form or forms set forth thereof established in this Article Twothe indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesDebt Securities, as evidenced by their execution of the Debt Securities. If the form or forms of Debt Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to an indenture supplement hereto or to a Board Resolution, such Board Resolution and Guarantees. Any portion Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 303 for the authentication and delivery of any Security may such Debt Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Debt Securities of each series shall be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityissuable in registered form without coupons. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other such manner permitted by the rules of any securities exchange on which the Securities may as shall be listed, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A authentication shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with below: This is one of the Trustee, as custodian for Debt Securities of the Depositary, registered series designated therein referred to in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the within-mentioned Indenture. Dated:____________________ THE CHASE MANHATTAN BANK as Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series By:______________________________ Authorized Representative SECTION 203 DEBT SECURITIES ISSUABLE IN THE FORM OF A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedGLOBAL SECURITY.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any organizational document, any applicable law or with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange on which the Securities are listed or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities. The Securities and Guarantees. Any portion of issued in definitive form shall be substantially in the text of any Security may be form set forth on the reverse thereofin Section 202 hereof. Unless issued in definitive form, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered issued and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule global securities (the "144A Global SecuritiesSecurity"), the face of which shall be substantially in the form set forth in Section 202202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which 144A Global Security shall be deposited upon issuance on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary nominee of the Depositary, duly executed by the Company and authenticated as provided for herein. Securities offered and sold outside the United States in reliance on Regulation S may be evidenced in the form of one or its nomineemore permanent Global Securities (the "Regulation S Global Security"), the face of which shall be substantially in each case the form set forth in Section 202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which Regulation S Global Security shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for credit to an account the Depositary, and registered in the name of a direct or indirect participant nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or an authenticating agent as hereinafter provided. The aggregate principal amount provided herein, for credit to the accounts of the Rule 144A Global Securities respective depositories for Euroclear and Cedel (or such other accounts as they may from time direct). Prior to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering offering of the Securities and the last original issue issuance date of the Securities (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for beneficial interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities Security may from time to time only be increased or decreased by adjustments made on the records held through Morgxx Xxxranty Trust Company of the TrusteeNew York, Brussels office, as custodian operator of Euroclear or Cedel or another agent member of Euroclear and Cedel acting for and on behalf of them unless delivery is made through the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.144A Global

Forms Generally. The Securities, the Guarantees Trustee's certificates of authentication thereof and the Trustee’s certificate of authentication Guarantee endorsed thereon shall be substantially in substantially the forms set forth in this Article TwoArticle, with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and Guaranteesor Guarantee, as the case may be, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities and the Guarantee to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities or Guarantee, as the case may be. Initial Series A In certain cases described elsewhere herein, the legends set forth in the first three paragraphs of Section 2.2 may be omitted from Securities issued hereunder. Securities offered and sold in their initial distribution in reliance on Rule 144A shall Regulation S will be initially issued initially in the form of one or more Rule 144A Global SecuritiesSecurities in fully registered form without interest coupons, substantially in the form of Security set forth in Sections 2.2 and 2.3, with such applicable legends as are provided for in Section 2022.2 (the "Regulation S Global Security"), deposited upon issuance with the Trustee, as custodian for the Depositary, which shall be registered in the name of the Depositary or its nomineenominee and deposited with the Trustee, in each case at its Corporate Trust Office, as custodian for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided. The aggregate principal amount , for credit by the Depositary to the respective accounts of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records beneficial owners of the Trustee, Securities represented thereby (or such other accounts as custodian for the Depositary or its nominee, as hereinafter providedthey may direct). Initial Series A Securities offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued in the form of one or more Regulation S Global Securities (collectively, and, together with their Successor Securities, the "Restricted Global Security") in fully registered form without interest coupons, substantially in the form of Security set forth in Sections 2.2 and 2.3, with such applicable legends as are provided for in Section 2022.2, deposited upon issuance with the Trustee, except as custodian for the Depositary, otherwise permitted herein. Such Restricted Global Security shall be registered in the name of the Depositary or its nomineenominee and deposited with the Trustee, in each case at its Corporate Trust Office, as custodian for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including for credit by the 40th day after Depositary to the later respective accounts of the commencement of the Offering and the original issue date beneficial owners of the Securities represented thereby (or such period through and including such 40th day, the “Restricted Period”other accounts as they may direct), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Restricted Global Securities Security may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in connection with a corresponding decrease or increase in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeSecurity, as hereinafter provided.

Forms Generally. The Securities, the Guarantees to be endorsed thereon and the Capital Markets Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms form set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchangeexchange or depository therefor, any organizational document or governing instrument or applicable law the United States Internal Revenue Code of 1986, as amended and the regulations thereunder, or as may, consistently herewith, be determined by the officers executing such Securities as evidenced by their execution thereof. The definitive Securities and Guarantees shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the such Securities and Guarantees. Any portion of Except as otherwise provided herein, Restricted Securities shall bear the text of any Security may be applicable legends as set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin Section 202 and as provided in Section 206. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in their initial distribution in reliance on Rule 144A under the Securities Act shall be issued initially in the form of one or more Rule 144A Global SecuritiesSecurities (collectively, the "Restricted Global Security") in definitive, fully registered form without interest coupons, substantially in the form of Security set forth in this Article, with such applicable legends as are provided for in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, . Such Global Securities shall be registered in the name of the Depositary U.S. Depository for such Global Securities or its nomineenominee and deposited with the Capital Markets Trustee, in each case at its Corporate Trust Office, as custodian for credit to an account of a direct or indirect participant of the Depositarysuch U.S. Depository, duly executed by on behalf of the Company Issuer and authenticated by the Capital Markets Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Capital Markets Trustee, as custodian for the Depositary or its nomineeU.S. Depository for such Global Security, as hereinafter provided. Initial Series A Securities offered and sold provided in reliance on Regulation S Section 305, which adjustments shall be issued in conclusive (absent manifest error) as to the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S any such Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedSecurity.

Forms Generally. The SecuritiesSecurities of each series and, if applicable, the notations of Subsidiary Guarantees to be endorsed thereon, and the Trustee’s certificate of authentication thereon shall be in substantially the forms form set forth in this Article Two, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange, exchange or automated quotation system on which the Securities of such series may be listed or traded or the rules of any organizational document or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such Securities and or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution thereof. If the form or forms of Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Securities Company and Guarantees. Any portion delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods methods, or engraved on steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered SECTION 202. Form of face of Security. [INSERT ANY APPLICABLE LEGENDS] XXXX CORPORATION (Title of Security) No. $ CUSIP No. Xxxx Corporation, a corporation duly organized and sold existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars on [if the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in reliance on Rule 144A each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert —, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent permitted by applicable law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be issued initially in payable on demand]. [If applicable, insert — The amount of interest payable for any period shall be computed on the form basis of one or more Rule 144A Global Securitiestwelve 30-day months and a 360-day year. In the event that any date on which interest is payable on this Security is not a Business Day, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name then a payment of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time interest payable on such date will be increased or decreased by adjustments made on the records next succeeding day which is a Business Day (and without any interest or other payment in respect of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance any such delay) with the Trustee, same force and effect as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments if made on the records of date the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedpayment was originally payable.

Forms Generally. The SecuritiesInitial 2009 Series Bonds shall be known and designated as the "FIRST MORTGAGE BONDS, 9 7\8% SERIES A DUE 2009" and the Guarantees Exchange 2009 Series Bonds shall be known and designated as the "FIRST MORTGAGE BONDS, 9 7\8% SERIES B DUE 2009", in each case, of the Corporation. The 2009 Series Bonds and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in the recitals to the supplement of this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees2009 Series Bonds, as evidenced by their execution of the Securities and Guarantees2009 Series Bonds. Any portion of the text of any Security 2009 Series Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security2009 Series Bond. Each Bond shall be dated the date of its authentication. The definitive Securities 2009 Series Bonds shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Corporation executing such Securities2009 Series Bonds, as evidenced by their execution of such Securities2009 Series Bonds. Initial 2009 Series A Securities Bonds offered and sold in reliance on Rule 144A shall promulgated under the Securities Act of 1933, as amended ("RULE 144A"), may be issued initially in the form of one or more Rule 144A Global Securities, permanent global Notes substantially in the form set forth in Section 202, the recitals to this Supplemental Indenture (the "U.S. GLOBAL BOND") deposited upon issuance with the TrusteeThe Chase Manhattan Bank, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company Corporation and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Bond may from time to time be increased or decreased by adjustments made on the records of the TrusteeThe Chase Manhattan Bank, as custodian for the Depositary or its nominee, as hereinafter provided. Initial 2009 Series A Securities Bonds offered and sold in offshore transactions in reliance on Regulation S promulgated under the Securities Act of 1933, as amended ("REGULATION S"), shall be issued in the form of one or more Regulation S Global Securities, a single permanent global bond in substantially in the form set forth in Section 202, the recitals to this Supplemental Indenture (the "OFFSHORE GLOBAL BOND") deposited upon issuance with the TrusteeThe Chase Manhattan Bank, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company Corporation and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the Series B Offshore Global Securities Bond may from time to time be increased or decreased by adjustments made on in the records of the TrusteeThe Chase Manhattan Bank, as custodian for the Depositary or its nominee, as hereinafter herein provided. Bonds issued pursuant to Section 3.05 in exchange for or upon transfer of beneficial interests in the U.S. Global Bond ("U.S. PHYSICAL BONDS") or the Offshore Global Bond (the "OFFSHORE PHYSICAL BONDS") shall be in the form of permanent certificated Bonds substantially in the form set forth in the recitals to this Supplemental Indenture. The Offshore Physical Bonds and U.S. Physical Bonds are sometimes collectively herein referred to as the "PHYSICAL BONDS". The U.S. Global Bond and the Offshore Global Bond are sometimes collectively referred to as the "GLOBAL BONDS".

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate Securities of authentication thereon each series shall be in substantially the forms set forth such form as shall be established pursuant to Section 3.1, in this Article Two, each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may reasonably deem appropriate and as are not contrary to the provisions of this Indenture, or as may be required to comply with the any law or with any rules made pursuant thereto or with any rules of any securities exchangeexchange or of any automated quotation system, any organizational document or governing instrument or applicable law or to conform to usage, all as may, consistently herewith, be determined by the officers Officers executing such Securities and GuaranteesSecurities, as conclusively evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities originally offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall will be issued in the form of one or more Regulation S permanent Global Securities, Securities substantially in the form set forth in Section 202the applicable supplemental indenture corresponding to the relevant series (each, a “Rule 144A Global Security”). Each Rule 144A Global Security will be deposited upon issuance with the Trusteeor on behalf of, as custodian for the Depositary, and registered in the name of of, the Depositary Depository or its nominee, and will be issued in each case for credit by an initial denomination equal to the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate outstanding principal amount of the Securities of the relevant series or Tranche initially sold in reliance on Rule 144A. Any Securities originally offered and sold outside the United States in reliance on Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall will be issued initially in the form of one or more Series B permanent Global Securities, Securities substantially in the form set forth in Section 202the applicable supplemental indenture corresponding to the relevant series (each, a “Regulation S Global Security”). Each Regulation S Global Security will be deposited upon issuance with the Trusteeor on behalf of, as custodian for the Depositary, and registered in the name of of, the Depositary Depository or its nominee, and will be issued in each case for credit an initial denomination equal to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate outstanding principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trusteerelevant series or Tranche initially sold in reliance on Regulation S. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream, as custodian for the Depositary or its nomineeany successor documents, as hereinafter providedwill be applicable to transfers of beneficial interests in any Global Security that is held by Participants through Euroclear or Clearstream.

Forms Generally. The SecuritiesSecurities of each series and, if applicable, the notations of Subsidiary Guarantees to be endorsed thereon, and the Trustee’s certificate of authentication thereon shall be in substantially the forms form set forth in this Article Two, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange, exchange or automated quotation system on which the Securities of such series may be listed or traded or the rules of any organizational document or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such Securities and or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution thereof. If the form or forms of Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Securities Company and Guarantees. Any portion delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods methods, or engraved on steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form SECTION 202. Form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name face of the Depositary or its nominee, in each case for credit to an account Security. [INSERT ANY APPLICABLE LEGENDS] XXXX CORPORATION (Title of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedSecurity) No. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided$ CUSIP No.

Forms Generally. The Registered Securities, the Guarantees and the Trustee’s certificate if any, of authentication thereon each series shall be in substantially the such form or forms set forth (including temporary or permanent global form) as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code"), or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series (or any such temporary Global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and Guaranteesdelivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities (or any such temporary Global Security). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any automated quotation system or securities exchange on which the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be issued initially in substantially the form of following form: "This is one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowwithin-mentioned Indenture. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.By ____________________ Authorized Signatory"

Forms Generally. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. The Initial Securities shall be known as the Guarantees "10 3/4% Senior Notes due 2011" and the Exchange Securities shall be known as the "10 3/4% Series B Senior Notes due 2011", in each case, of the Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with form annexed hereto as Exhibit A. The Securities may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by the Indenture and may have such letters, numbers notations or other marks of identification and such notations, legends or endorsements placed thereon as may be required by law, stock exchange agreements to comply with which the rules of any securities exchange, any organizational document Company is subject or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guaranteesusage. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Company shall approve the form of the Securities and any notation, legend or endorsement on the Securities. Each Security shall be printed, lithographed or engraved or produced by any combination dated the date of these methods or may be produced its authentication. The terms and provisions contained in any other manner permitted by the rules form of any securities exchange on which the Securities may be listedannexed hereto as Exhibit A shall constitute, all as determined by and are hereby expressly made, a part of this Indenture. To the officers executing such Securitiesextent applicable, as evidenced the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby. Initial Series A Securities are being offered and sold in reliance on Rule 144A and shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Securities substantially in the form set forth in Section 202, Exhibit A (the "U.S. Global Security") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold other than as described in reliance on Regulation S the preceding two paragraphs shall be issued in the form of one or more Regulation S Global Securities, permanent certificated Securities in registered form in substantially in the form set forth in Section 202, deposited upon issuance with Exhibit A (the Trustee, as custodian for "U.S. Physical Securities" or the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”"Physical Securities"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any organizational document, any applicable law or with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange on which the Securities are listed or as may, consistently herewith, be determined by the Company officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities. The Securities issued in definitive form shall be substantially in the form set forth in Section 202 hereof. Unless issued in definitive form, Securities issued and sold in reliance on Rule 144A shall be issued in the form of one or more global securities (the "144A Global Security"), the face of which shall be substantially in the form set forth in Section 202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which 144A Global Security shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated as provided for herein. Securities offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global securities (the "Regulation S Global Security"), the face of which shall be substantially in the form set forth in Section 202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which Regulation S Global Security shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). Prior to or on the 40th day after the later of the commencement of the offering of the Securities and Guarantees. Any portion the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Security may only be held through Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of Euroclear or Cedel or another agent member of the text Euroclear System and Cedel acting for and on behalf of any them, unless delivery is made though the 144A Global Security in accordance with the certification requirements hereof. During the Restricted Period, interests in the Regulation S Global Security may be set forth on exchanged for interests in the reverse thereof, with an appropriate reference thereto on the face 144A Global Security Each Global Security shall represent such of the Securityoutstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series SECTION 202. Form of Face of Security. LEGENDS FOR GLOBAL SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global SecuritiesWHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATEX XXXXXX, substantially in the form set forth in Section 202XXX XXXX, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities XXX XXXX) (such period through and including such 40th day, the “Restricted Period”"XXX"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowXX THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the TrusteeOR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), as custodian for the DepositaryANY TRANSFER, as hereinafter providedPLEDGE 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. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global SecuritiesTHIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, substantially in the form set forth in Section 202AS AMENDED (THE "SECURITIES ACT"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedOR ANY STATE SECURITIES LAWS. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.NEITHER THIS SECURITY NOR ANY

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s certificate certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, exchange or any organizational document or governing instrument or applicable law depositary therefore or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion Notices of Conversion shall be in substantially the text of any Security may be form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin Section 205. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series SECTION 202. Form of Face of Security. USEC Inc. 3.0% Convertible Senior Note due 2014 No. $ CUSIP No. 00000XXX0 ISIN No. US90333EAC21 USEC Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum [of Dollars] [IF THIS NOTE IS A Securities offered GLOBAL SECURITY, THEN INSERT — set forth on the Principal Schedule attached to this Security] on October 1, 2014, and sold to pay interest thereon from September 28, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the next Interest Payment Date, semi-annually on April 1 and October 1 in reliance each year, commencing April 1, 2008, at the rate of 3.0% 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 Rule 144A shall any Interest Payment Date will, as provided in such Indenture, be issued initially paid to the Person in the form of whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with 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 not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as custodian for the Depositarymay be required by such exchange, registered all as more fully provided in the name said Indenture. Payment of the Depositary principal of and interest on this Security will be made at the office or its nomineeagency of the Company maintained for that purpose, which shall initially be the office of Xxxxx Fargo Bank N.A., Corporate Trust Services, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, 00000, in each case for credit to an account of a direct such coin or indirect participant currency of the Depositary, duly executed by United States of America as at the Company time of payment is legal tender for payment of public and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the Offering and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.

Forms Generally. The SecuritiesSecurities of each series and, if applicable, the notations of Subsidiary Guarantees to be endorsed thereon, and the Trustee’s certificate of authentication thereon shall be in substantially the forms form set forth in this Article Two, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange, exchange or automated quotation system on which the Securities of such series may be listed or traded or the rules of any organizational document or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such Securities and or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution thereof. If the form or forms of Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Securities Company and Guarantees. Any portion delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods methods, or engraved on steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form SECTION 202. Form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name face of the Depositary or its nominee, in each case for credit to an account Security. [INSERT ANY APPLICABLE LEGENDS] XXXX CORPORATION (Title of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedSecurity) No. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided$ CUSIP No. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.__________

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 204 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate Securities of authentication thereon each series shall be substantially in substantially the forms set forth such form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have imprinted or otherwise reproduced thereon such letterslegend or legends, numbers or other marks not inconsistent with the provisions of identification and such legends or endorsements placed thereon this Indenture, as may be required to comply with the any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchangeexchange or to conform to general usage, any organizational document or governing instrument or applicable law or all as may, consistently herewith, may be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold their initial distribution in reliance on Regulation S shall be initially issued in the form of as one or more Global Securities, in registered global form without interest coupons, bearing the Private Placement Legend, except as otherwise permitted herein. Such Global Securities shall be referred to collectively herein as the “Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. .” The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records record of the TrusteeRegistrar, as custodian for hereinafter provided, in connection with a corresponding decrease or increase in the Depositaryaggregate principal amount of the Rule 144A Global Securities or in consequence of the issue of definitive Securities or additional Regulation S Securities, as hereinafter provided. Series B A Regulation S Global Security and all other Securities exchanged for Series A that are issued pursuant to Regulation S shall collectively be referred to herein as the “Regulation S Securities.” Securities offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued as one or more Global Securities in registered, global form without interest coupons, bearing the Private Placement Legend, except as otherwise permitted herein. Such Global Securities shall be issued initially in referred to collectively herein as the form of one or more Series B “Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. .” The aggregate principal amount of the Series B Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeRegistrar, as hereinafter provided, in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Securities or in consequence of the issue of definitive Securities or additional Rule 144A Securities, as hereinafter provided. A Rule 144A Global Security and all other Securities, if any, evidencing the debt, or any portion of the debt, initially evidenced by such Rule 144A Global Securities, shall collectively be referred to herein as the “Rule 144A Securities.”

Forms Generally. The SecuritiesInitial Securities shall be known as the "9.5% Senior Subordinated Notes due 2009" and the Exchange Securities shall be known as the "9.5% Exchange Senior Subordinated Notes due 2009", in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Initial Series A Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated March 14, 1997, between the Company, Goldman, Sachs & Co., Salomon Xxxxxxxs Xxx xnd Scotia Capital Markets (USA) Inc. Initial Securities offered and sold to "qualified institutional buyers" (as defined in Rule 144A) in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global Securities in definitive, fully registered form without interest coupons substantially in the form set forth in Section 202this Article (collectively, the "Restricted Global Security") deposited upon issuance with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more permanent global Securities in fully registered form without interest coupons (collectively, the "Regulation S Global Security" and, together with the Restricted Global Security, the "Global Securities" or each individually, a "Global Security") substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, this Article. The Regulation S Global Securities will be registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account a nominee of a direct or indirect participant of the Depositary, duly executed by the Company DTC and authenticated by deposited with the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of the Purchasers, for the accounts of the Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer System ("Euroclear") and certification requirements described belowCedel Bank, S.A. ("CEDEL"). The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or CEDEL, unless delivery is made through the Restricted Global Note in accordance with the certification requirements provided in this Indenture. If DTC is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or CEDEL, Euroclear or CEDEL, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC. In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 202 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee. Initial Securities offered and sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in this Article (the "U.S. Physical Securities").

Forms Generally. The Securities, the Guarantees (i) 6 5/8% Notes due 2004 and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth form of Exhibit A hereto; and (ii) the 7 1/8% Notes due 2009 and the Trustee's certification of authentication thereon shall be in this Article Twosubstantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A The Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form forms set forth in Section 202on Exhibits A and B, respectively, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased (but in no event shall the aggregate principal amount of the Global Securities exceed $600 million) or decreased upon the written direction of the Company by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered The terms and sold in reliance on Regulation S shall be issued provisions contained in the form of one or more Regulation S Global Securities, substantially in the form Securities set forth in Section 202Exhibits A and B shall constitute, deposited upon issuance with and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, as custodian for the Depositaryby their execution and delivery of this Indenture, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary expressly agree to an account of a direct or indirect participant of the Depositary, duly executed by the Company such terms and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through provisions and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall to be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowbound thereby. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.ARTICLE THREE

Forms Generally. The Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or Subsidiary Guarantees, as the Securities and Guarantees. Any portion of the text of any Security case may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitybe. The definitive Securities and Subsidiary Guarantees to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such SecuritiesSecurities or Subsidiary Guarantees, as the case may be. Initial Series A Securities offered SECTION 202. Form of Face of Security. J. B. POINDEXTER & CO., INC. 12.50% SENIOR SEXXXXX XXXX XXX 0007 GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY CERTAIN SUBSIDIARIES OF J. B. POINDEXTER & CO., INC. No. __________ $___________ J. B. Poindexter & Co., Inc., a corporation duly organized and sold in reliance existxxx xxxxx xxx xxws of the State of Delaware (herein called the Company, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on Rule 144A May 23, 2007 and to pay interest thereon from May 15, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 of each year, commencing May 15, 2003, at the rate of 12.50% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be issued initially legally enforceable) at the rate of 12.50% per annum on any overdue principal and premium, if any, and on any overdue installment of interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the form of Indenture (as defined on the reverse hereof), be paid to the Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the May 1 or November 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 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 form set forth in Section 202, deposited upon issuance with 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 not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as custodian for may be required by such exchange, all as more fully provided in said Indenture. If, on May 15, 2005, the Depositary, registered Company has not retired at least an aggregate of $7.5 million of the Securities (less any cash amounts paid to tendering holders in the name exchange offer pursuant to which this Security is originally issued) since May 15, 2003, the interest rate on the Securities will increase by 2.0% until the Interest Payment Date immediately succeeding the one-year anniversary of the Depositary date the Company has repaid at least $7.5 million of Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is originally issued) since May 15, 2003. If on May 15, 2006, the Company has not retired (either through tender offers or its nomineeredemptions) at least an aggregate of $15 million of the Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is originally issued) since May 15, 2003, the interest rate on the Securities will increase by an additional 2.5% from the interest rate then in effect until the Interest Payment Date immediately succeeding the one-year anniversary of the date on which the Company has repaid at least $15.0 million of Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is originally issued) since May 15, 2003. Interest will be payable in cash, provided that, at the option of the Company (the "PIK Option"), the Company may pay up to half of the Interest payable on any three of the first five interest payment dates (November 15, 2003, May 15 and November 15, 2004 and May 15 and November 15, 2005) in additional Securities (the "PIK Notes") with a principal amount equal to 112.5% of the amount of cash that would have otherwise been payable. The Company may not exercise the PIK Option with respect to any interest payment after the Company has made any Restricted Payments pursuant to Section 1010 of the Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Paying Agent maintained for that purpose in Wilmington, Delaware, in each case for credit to an account of a direct such coin or indirect participant currency of the Depositary, duly executed by United States of America as at the Company time of payment is legal tender for payment of public and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the Offering and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.

Forms Generally. The Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or Subsidiary Guarantees, as the Securities and Guarantees. Any portion of the text of any Security case may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitybe. The definitive Securities and Subsidiary Guarantees to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such SecuritiesSecurities or Subsidiary Guarantees, as the case may be. Initial Series A Securities offered SECTION 202. Form of Face of Security. X. X. XXXXXXXXXX & CO., INC. 12.50% SENIOR SECURED NOTE DUE 2007 GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY CERTAIN SUBSIDIARIES OF X. X. XXXXXXXXXX & CO., INC. No. __________ $___________ X. X. Xxxxxxxxxx & Co., Inc., a corporation duly organized and sold in reliance existing under the laws of the State of Delaware (herein called the Company, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on Rule 144A May 15, 2007 and to pay interest thereon from May 15, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 of each year, commencing November 15, 2003, at the rate of 12.50% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be issued initially legally enforceable) at the rate of 12.50% per annum on any overdue principal and premium, if any, and on any overdue installment of interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the form of Indenture (as defined on the reverse hereof), be paid to the Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the May 1 or November 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 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 form set forth in Section 202, deposited upon issuance with 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 not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as custodian for the Depositarymay be required by such exchange, registered all as more fully provided in the name of the Depositary or its nomineesaid Indenture. If, in each case for credit to an account of a direct or indirect participant of the Depositaryon May 15, duly executed by 2005, the Company and authenticated by the Trustee as hereinafter provided. The has not retired (either through tender offers or redemptions) at least an aggregate of $7.5 million principal amount of the Rule 144A Global Securities may from time (less any cash amounts paid to time be increased or decreased by adjustments made tendering holders in the Exchange Offer pursuant to which this Security is originally issued) since May 15, 2003, the interest rate on the records Securities will increase by 2.0% until the Interest Payment Date immediately succeeding the one-year anniversary of the Trustee, as custodian for date on which the Depositary or its nominee, as hereinafter provided. Initial Series A Company has repaid at least $7.5 million principal amount of Securities offered and sold in reliance on Regulation S shall be issued (less any cash amounts paid to tendering holders in the form Exchange Offer pursuant to which this Security is originally issued) since May 15, 2003. If on May 15, 2006, the Company has not retired (either through tender offers or redemptions) at least an aggregate of one or more Regulation S Global Securities, substantially $15 million principal amount of the Securities (less any cash amounts paid to tendering holders in the form set forth Exchange Offer pursuant to which this Security is originally issued) since May 15, 2003, the interest rate on the Securities will increase by an additional 2.5% from the interest rate then in Section 202, deposited upon issuance with effect until the Trustee, as custodian for Interest Payment Date immediately succeeding the Depositary, registered one-year anniversary of the date on which the Company has repaid at least $15.0 million principal amount of Securities (less any cash amounts paid to tendering holders in the name Exchange Offer pursuant to which this Security is originally issued) since May 15, 2003. Interest will be payable in cash, provided that, at the option of the Depositary Company (the "PIK Option"), exercisable by not less than 10 days' prior written notice to the Trustee and Holders, the Company may pay up to half of the Interest payable on any three of the first five interest payment dates (November 15, 2003, May 15 and November 15, 2004 and May 15 and November 15, 2005) in additional Securities identical to the Securities (the "PIK Notes") with a principal amount equal to 112.5% of the amount of cash that would have otherwise been payable as such interest. The Company may not exercise the PIK Option with respect to any interest payment after the Company has made any Restricted Payments pursuant to Section 1010 of the Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made from the office or its nomineeagency of the Paying Agent maintained for that purpose in Wilmington, Delaware, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the Depositary, duly executed by United States of America as at the Company time of payment is legal tender for payment of public and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the Offering and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.

Forms Generally. The Securities, Initial Exchange Debentures shall be known as the Guarantees "13 1/4% Subordinated Exchange Debentures due 2009" and the New Exchange Debentures shall be known as the "13 1/4% Series B Subordinated Exchange Debentures due 2009," in each case, of the Company. The Exchange Debentures and the Debenture Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in Exhibit A hereto and in this Article TwoArticle, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Exchange Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities and GuaranteesExchange Debentures, as evidenced by their execution of the Securities and GuaranteesExchange Debentures. Any portion of the text of any Security Exchange Debenture may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityExchange Debenture. Each Exchange Debenture shall be dated the date of its authentication. The definitive Securities Exchange Debentures shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesExchange Debentures, as evidenced by their execution of such SecuritiesExchange Debentures. Initial Series A Securities Exchange Debentures offered and sold in reliance on Rule 144A under the Securities Act (or exchanged for Senior Exchangeable Preferred Stock so offered and sold) shall be issued initially in the form of one or more Rule 144A Global Securities, a single permanent global Exchange Debentures in substantially in the form set forth in Exhibit A and contain each of the legends set forth in Section 202, deposited upon issuance with 203 (the Trustee, as custodian for the Depositary"U.S. Global Exchange Debenture"), registered in the name of the nominee of the Depositary, deposited with the Debenture Trustee, as custodian for the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Debenture Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Exchange Debenture may from time to time be increased or decreased by adjustments made on the records of the Debenture Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities Exchange Debentures offered and sold in offshore transactions in reliance on Regulation S under the Securities Act (or exchanged for Senior Exchangeable Preferred Stock so offered and sold) shall be initially issued in the form of one or more Regulation S Global Securities, a single temporary global Exchange Debenture in substantially in the form set forth in Section 202, deposited upon issuance with Exhibit A (the Trustee, as custodian for the Depositary"Temporary Offshore Global Exchange Debenture"), registered in the name of the nominee of the Depositary, deposited with the Debenture Trustee, as custodian for the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Debenture Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day . At any time following 41 days after the later date hereof (the "Offshore Exchange Debenture Exchange Date"), upon receipt by the Debenture Trustee and the Company of a certificate substantially in the form set forth in Section 204, a single permanent global Exchange Debenture substantially in the form of Exhibit A hereto (the "Permanent Offshore Global Exchange Debenture"; and together with the Temporary Offshore Global Exchange Debenture, the "Offshore Global Exchange Debenture") duly executed by the Company and authenticated by the Debenture Trustee as hereinafter provided shall be deposited with the Debenture Trustee, as custodian for the Depositary, and the Exchange Debenture Registrar shall reflect on its books and records the date and a decrease in the principal amount of the commencement Temporary Offshore Global Exchange Debenture in an amount equal to the principal amount of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests beneficial interest in the Rule 144A Temporary Offshore Global Securities in accordance with the transfer and certification requirements described belowExchange Debenture transferred. The aggregate principal amount of the Regulation S Offshore Global Securities Exchange Debenture may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Debenture Trustee, as custodian for the Depositary or its nominee, as herein provided. Initial Exchange Debentures issued pursuant to Section 305 (or exchanged for Senior Exchangeable Preferred Stock so offered and sold) in exchange for or upon transfer of beneficial interests in the U.S. Global Exchange Debenture or the Offshore Global Exchange Debenture shall be in the form of U.S. Physical Exchange Debentures or in the form of permanent certificated Exchange Debentures substantially in the form set forth in Exhibit A (the "Offshore Physical Exchange Debentures"), respectively, as hereinafter provided. Initial Exchange Debentures which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) (or exchanged for Senior Exchangeable Preferred Stock so offered and sold) shall be issued in the form of permanent certificated Exchange Debentures in substantially the form set forth in Exhibit A and contain the Private Placement Legend as set forth in Section 203 (the "U.S. Physical Exchange Debentures"). The Offshore Physical Exchange Debentures and U.S. Physical Exchange Debentures are sometimes collectively referred to herein as the "Physical Exchange Debentures." The U.S. Global Exchange Debenture and the Offshore Global Exchange Debenture are sometimes collectively referred to as the "Global Exchange Debentures." New Exchange Debentures shall be issued substantially in the form set forth in Exhibit A. SECTION 202. Form of Debenture Trustee's Certificate of ------------------------------------------ Authentication. -------------- Subject to Section 611, the Debenture Trustee's certificate of authentication shall be in substantially the following form: This is one of the Exchange Debentures referred to in the within- mentioned Exchange Indenture. United States Trust Company of New York, as Debenture Trustee Dated: __________ By: _________________ Authorized Signatory

Forms Generally. The Securities, the Guarantees and Debentures (including the Trustee’s certificate 's certificates of authentication thereon authentication) shall be in substantially the forms form set forth in this Article TwoAnnex A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesDebentures, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityDebentures. The definitive Securities Definitive Debentures shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities Debentures may be listed, all as determined by the officers executing such SecuritiesDebentures, as evidenced by their execution of such SecuritiesDebentures. The Initial Series A Securities Debentures are being exchanged for Senior Preferred Stock initially offered and sold to qualified institutional buyers in reliance on Rule 144A shall ("Rule 144A Debentures") or in offshore transactions in reliance on Regulation S ("Regulation S Debentures"). The Debentures may also be issued exchanged, pursuant to Section 3(a)(9) under the Securities Act, for Senior Preferred Stock that has been registered under the Securities Act pursuant to an Exchange Offer ("Unrestricted Debentures"). Rule 144A Debentures initially in the form of will be represented by one or more Debentures in registered global form without interest coupons (collectively, the "Rule 144A Global Securities, substantially in the form set forth in Section 202, Xxxxxx Xxxxxxxxx"). The Rule 144A Xxxxxx Xxxxxxxxx xxxl be deposited upon issuance with the Trustee, Trustee as custodian for The Depository Trust Company (the "Depositary"), in New York, New York and registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant in the Depositary. Regulation S Debentures initially will be represented by one or more temporary Debentures in registered global form without interest coupons (collectively, the "Regulation S Temporary Global Debenture"). The Regulation S Temporary Global Debenture will be deposited on behalf of the subscribers thereof with a custodian for the Depositary. The Regulation S Temporary Global Debenture will be registered in the name of a nominee of the Depositary for credit to the subscribers' respective accounts at Euroclear System ("Euroclear") and Cedel Bank, duly executed by S.A. ("CEDEL"). Beneficial interests in the Company and authenticated by Regulation S Temporary Global Debenture may be held only through Euroclear or CEDEL. Within a reasonable period of time after the expiration of the restricted period pursuant to Rule 903 of Regulation S under the Securities Act (the "restricted period"), the Regulation S Temporary Global Debenture will be exchanged for one or more permanent Debentures in registered global form without interest coupons (the "Regulation S Permanent Global Debentures" and, together with the Regulation S Temporary Global Debenture, the "Regulation S Global Debenture") upon delivery to the Trustee of certification as hereinafter providedprovided in Section 305(f) hereof. The aggregate principal amount During the restricted period, beneficial interests in the Regulation S Temporary Global Debenture may be held only through Euroclear or CEDEL (as indirect participants in the Depositary), and, pursuant to the Depositary's procedures, beneficial interests in the Regulation S Temporary Global Debenture may not be transferred to a Person that takes delivery thereof in the form of an interest in the Rule 144A Xxxxxx Xxxxxxxxx. Xfter the restricted period, (i) beneficial interests in the Regulation S Permanent Global Securities Debentures may from time be transferred to time a Person that takes delivery in the form of an interest in the Rule 144A Xxxxxx Xxxxxxxxx xxx (ii) beneficial interests in the Rule 144A Xxxxxx Xxxxxxxxx xxx be increased transferred to a Person that takes delivery in the form of an interest in the Regulation S Permanent Global Debentures, provided, that the certification requirements described in Section 305(e) hereof are complied with. Unrestricted Debentures initially will be represented by one or decreased by adjustments made on more Debentures in registered global form without interest coupons (collectively, the records of "Unrestricted Global Debentures"). The Unrestricted Global Debenture will be deposited with the Trustee, Trustee as custodian for the Depositary or its nomineeDepository in New York, as hereinafter provided. Initial Series A Securities offered New York and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depository or its nominee, in each case for credit to an account of a direct or indirect participant of in the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedDepository. ARTICLE THREE The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.Debentures

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by the Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Securities substantially in the form set forth in Section 202, 202 (the "U.S. Global Security") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold inside the United States to an institutional investor within the meaning of subparagraphs (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act shall be issued in certificated form substantially in the form set forth in Section 202 (the "U.S. Physical Securities"). Initial Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Securities, temporary certificated Securities in registered form substantially in the form set forth in Section 202, deposited upon issuance with 202 (the Trustee, as custodian for the Depositary, "Temporary Offshore Physical Securities"). The Temporary Offshore Physical Securities will be registered in the name of the Depositary or its nomineeof, in each case for credit and held by, a temporary certificate holder designated by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after Initial Purchasers until the later of the commencement completion of the Offering distribution of the Initial Securities and the original issue date termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of the Initial Securities (such period through the "Offshore Securities Exchange Date"). At any time following the Offshore Securities Exchange Date, upon receipt by the Trustee and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf Company of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially a certificate substantially in the form of Exhibit B hereto, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Series B Global Securities, permanent certificated Securities in registered form substantially in the form set forth in Section 202202 (the "Permanent Offshore Physical Securities"), deposited upon issuance with the Trustee, as custodian in exchange for the Depositary, registered in the name surrender of the Depositary or its nominee, in each case for credit to an account Temporary Offshore Physical Securities of a direct or indirect participant of the Depositary, duly executed by the Company like tenor and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedamount.

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate Securities of authentication thereon each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply amply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of such Securities, If the form of Securities and Guarantees. Any portion of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the text Company and delivered to the Trustee at or prior to the delivery of any Security may the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered Section 202. FORM OF FACE OF SECURITY. [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT--FOR PURPOSES OF SECTION 1232 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1954, AX XXXXXXX, XXX XXXXX XXXXX XX XXXX XECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , 19 .] SHEARSON LEHMAN/AMERICAN EXPRESS INC. No. $ SHEARSON LEHMAN/AMERICAN EXPRESS INC., a corporation duly organized end exisxxxx xnder the laws of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the principal sum of Dollars on . [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT--, and sold to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in reliance on Rule 144A each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE INSERT--, and (to the extent that the payment of such interest shall be issued initially legally enforceable) at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with 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 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 custodian for the Depositarymay be required by such exchange, registered all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT--The principal of this Security shall not bear interest except in the name case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] Payment of the Depositary principal of (and premium, if any) and [IF APPLICABLE, INSERT any such] interest on this Security will be made at the office or its nominee, in each case for credit to an account of a direct or indirect participant agency of the DepositaryCompany maintained for that purpose in the [Borough of Manhattan, duly the City of New York] in such coin or currency of the United States of America as at the time of payment as legal tender for payment of public and private debts [IF APPLICABLE, INSERT ; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register] 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 Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time trustee referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedany purpose.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered The terms and sold in reliance on Regulation S shall be issued provisions contained in the form of one or more Regulation S Global Securities, substantially in the form Securities set forth in Section 202Sections 202 through 204 shall constitute, deposited upon issuance with and are expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, as custodian for the Depositaryby their execution and delivery of this Indenture, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary expressly agree to an account of a direct or indirect participant of the Depositary, duly executed by the Company such terms and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through provisions and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall to be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedbound thereby.

Forms Generally. The Securities, the Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering offering of such Securities and the original issue date of the such Securities (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Series B Exchange Securities exchanged for Series A Initial Securities shall be issued initially in the form of one or more Series B Unrestricted Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Exchange Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. With respect to any Additional Securities issued subsequent to the date of this Indenture, (1) all references in Section 202 herein and elsewhere in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Securities, (2) any references in Section 202 and elsewhere in this Indenture to the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration Statement, Initial Purchasers, Registration Default, and any other term related thereto shall be to such terms as they are defined in such registration rights agreement entered into with respect to such Additional Securities, (3) all time periods described in the Securities with respect to the registration of such Additional Securities shall be as provided in such Registration Rights Agreement entered into with respect to such Additional Securities and (4) all provisions of this Indenture shall be construed and interpreted to permit the issuance of such Additional Securities and to allow such Additional Securities to become fungible and interchangeable with the Initial Securities originally issued under this Indenture.

Forms Generally. The SecuritiesEach Registered Security, the Guarantees Bearer Security, Coupon and the Trustee’s certificate of authentication thereon temporary global Security issued pursuant to this Indenture shall be in substantially the forms set forth form established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurity, as evidenced by their execution of the such Security. Definitive Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution of such SecuritiesSecurities or Coupons. Initial Series A Securities offered and sold in reliance on Rule 144A Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be issued initially in substantially the following form: This is one of the Securities of the series designated therein referred to in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trusteewithin-mentioned Indenture. Dated: THE BANK OF NEW YORK, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account Trustee By _____________________ Authorized signatory Section 203. SECURITIES IN GLOBAL FORM. If Securities of a direct or indirect participant of series are issuable in global form, any such Security may provide that it shall represent the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Outstanding Securities of such series from time to time endorsed thereon and may also provide that the Rule 144A Global aggregate amount of Outstanding Securities represented thereby may from time to time be increased or decreased by adjustments made on reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the records amount, or any increase or decrease in the amount, or changes in the rights of the TrusteeHolders, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A of Outstanding Securities offered and sold in reliance on Regulation S represented thereby shall be issued made in such manner and by such Person or Persons as shall be specified therein or in the form of one Company Order to be delivered pursuant to Section 303 or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance 304 with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowrespect thereto. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.Subject

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate Securities of authentication thereon each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers officer executing such Securities and GuaranteesSecurities, as evidenced by their such officer’s execution of the Securities. If the form of Securities and Guarantees. Any portion of any series is established by action taken pursuant to a Board Resolution of the text Company, a copy of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face record of such action shall be certified by a member of the SecurityBoard of Directors or another authorized representative of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted manner, all as determined by the officer executing such Securities, as evidenced by such officer’s execution of such Securities. Section 202 Form of Face of Security. [if the Security is an Original Issue Discount Security, insert—THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. [THE ISSUE PRICE OF THIS SECURITY WAS ___% OF ITS PRINCIPAL AMOUNT; THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $____ PER SECURITY WITH A PRINCIPAL AMOUNT OF $___; THE ISSUE DATE IS _____20__; AND THE YIELD TO MATURITY IS ___%.] [THE ISSUE PRICE, ISSUE DATE, TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT AND YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE COMPANY AT XXXXXXXXXX 00, 0000 XX XXXXXXX, XXX XXXXXXXXXXX.]] [if the Security is an Original Issue Discount Security that is subject to the rules of Treasury regulations section 1.1275-4(b)] [THE ISSUE PRICE OF THIS SECURITY WAS _____% OF ITS PRINCIPAL AMOUNT AT ISSUANCE; THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $____ PER SECURITY WITH A PRINCIPAL AMOUNT OF $___ AT ISSUANCE, DETERMINED WITHOUT TAKING INTO ACCOUNT ANY ADJUSTMENTS PURSUANT TO TREASURY REGULATION SECTION 1.1275-4(b); THE ISSUE DATE IS _____20__; THE COMPARABLE YIELD IS ___%; AND THE PROJECTED PAYMENT SCHEDULE IS ATTACHED HERETO AS EXHIBIT ___.] [THE ISSUE PRICE, ISSUE DATE, TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE WITH RESPECT TO THIS SECURITY MAY BE OBTAINED BY CONTACTING THE COMPANY AT XXXXXXXXXX 00, 0000 XX XXXXXXX, XXX XXXXXXXXXXX.] MSD NETHERLANDS CAPITAL B.V. ____________________________________ No _______ $ ______ CUSIP_________ MSD Netherlands Capital B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, with its corporate seat (statutaire zetel) in Haarlem, The Netherlands, and its registered office at Xxxxxxxxxx 00, 0000 XX Xxxxxxx, Xxx Xxxxxxxxxxx, registered with the Trade Register of the Dutch Chamber of Commerce (Xxxxx van Koophandel) under number 00000000 (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________________________________ , or registered assigns, the principal sum of ______________ Dollars on ____________________ [if the Security is to bear interest prior to Maturity, insert -- , and to pay interest thereon from __________________________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-]annually on ___________ [and ___________] in each year, commencing ______________, at the rate of ____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert -- , and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ____% per annum on any overdue principal and premium and on any overdue instalment of interest]. [Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ______ [or _______] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name 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 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 determined by more fully provided in said Indenture]. [If the officers executing 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 Securities, as evidenced by their execution case the overdue principal of this Security shall bear interest at the rate of ____% per annum (to the extent that the payment of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A interest shall be issued initially legally enforceable), which shall accrue from the date of such default in payment to the form date payment of one such principal has been made or more Rule 144A Global Securitiesduly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), substantially in which shall accrue from the form set forth in Section 202date of such demand for payment to the date payment of such interest has been made or duly provided for, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name and such interest shall also be payable on demand.] Payment of the Depositary principal of (and premium, if any) and [if applicable, insert -- any such] interest on this Security will be made at the office or its nomineeagency of the Company maintained for that purpose in _____________, in each case such coin or currency of [the United States of America] [insert other currency, if applicable] as at the time of payment is legal tender for credit to an account payment of a direct or indirect participant of the Depositarypublic and private debts [if applicable, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedinsert -- ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the Offering and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register]. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual or electronic signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.

Forms Generally. The SecuritiesEach Registered Security, the Guarantees Bearer Security, Coupon and the Trustee’s certificate of authentication thereon temporary global Security issued pursuant to this Indenture shall be in substantially the forms set forth form established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture, the Securities shall be issuable in registered form without Coupons. Definitive Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution of such SecuritiesSecurities or Coupons. Initial Series A Securities offered and sold in reliance on Rule 144A Section 202. Form of Trustee's Certificate of Authentication. Subject to Section 610, the Trustee's certificate of authentication shall be issued initially in substantially the following form: This is one of the Securities of the series designated herein referred to in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trusteewithin-mentioned Indenture. , as custodian for the Depositary, registered Trustee ----------------- By ------------------------------ Authorized Officer Section 203. Securities in the name of the Depositary or its nominee, in each case for credit to an account Global Form. If Securities of a direct series shall be issuable in global form, any such Security may provide that it or indirect participant any number of such Securities shall represent the Depositary, duly executed aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the Company terms thereof) from time to time endorsed thereon and authenticated by may also provide that the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Outstanding Securities represented thereby may from time to time be increased or decreased by adjustments made on reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the records amount, or any increase or decrease in the amount, or changes in the rights of the TrusteeHolders, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A of Outstanding Securities offered and sold in reliance on Regulation S represented thereby shall be issued made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited manner and upon issuance with instructions given by the Trustee, as custodian for the Depositary, registered Person or Persons specified therein or in the name of the Depositary applicable Company Order. If a Company Order pursuant to Section 303 or its nominee304 has been, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositarysimultaneously is, duly executed delivered, any instructions by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities with respect to a Security in global form shall be credited to or through accounts maintained at the Depositary in writing but need not be accompanied by or on behalf contained in an Officers' Certificate and need not be accompanied by an Opinion of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowCounsel. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.ARTICLE THREE

Forms Generally. The Securities, the Guarantees Bonds and the Trustee’s certificate 's or Authenticating Agent's certificates of the authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by the Indenture or as may in the Issuer's judgment be necessary, appropriate or convenient to permit the Bonds of a Series to be issued and sold to or held in bearer form by non-United States Persons, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Bonds of a Series, or to comply, or facilitate compliance, with other applicable laws and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchangeexchange on which the Bonds of the respective Series may be listed, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesBonds, as evidenced by their execution thereof. While Bonds of a Series may contain the Securities above-referenced provisions with respect to Bonds issued in bearer form, no Bonds may actually be issued in bearer form until the Issuer and Guaranteesthe Trustee shall have entered into an appropriate supplemental indenture pursuant to Section 9.01(8) providing for such issuance. Any portion of the text of any Security Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityBond to the portion of the text appearing on the reverse of the Bond. The definitive Securities Definitive Bonds shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities Bonds may be listed, all as determined by the officers executing such SecuritiesBonds, as evidenced by their execution thereof. Each Class of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A Book Entry Bonds shall be issued initially in the form of evidenced by one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed certificates physically held by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global SecuritiesClearing Agencies or custodian banks, substantially in the form set forth referred to in Section 2022.13, deposited upon issuance with the Trusteewhich certificates may be typewritten, as custodian for the Depositaryprinted, registered in the name of the Depositary lithographed, mimeographed or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedotherwise produced.

Forms Generally. The Securitiesdefinitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Except as indicated in the next succeeding paragraph, Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication) shall be issued initially in the form of one or more permanent global Securities substantially in the form set forth in Sections 2.2 through 2.5 hereof (each being herein called a "Global Security") deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and each shall bear the legend set forth on Exhibit A hereto. Subject to the limitation set forth in Section 3.1, the principal amounts of the Global Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication) originally issued and sold in reliance on any exemption from registration under the Securities Act other than Rule 144A shall be issued, and Securities originally offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated securities in registered form in substantially the form set forth in Sections 2.2 through 2.5 hereto ("Physical Securities"). The Series C Securities and the Series D Securities, the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication thereon shall be in substantially the respective forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, CUSIP or other numbers or other marks of identification and such legends or endorsements placed thereon as may be required by this Section or Section 3.12 or to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the Securities and or notations of Subsidiary Guarantees, as the case may be. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printedIn addition to the requirements of Section 2.3, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by also have set forth on the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the reverse side thereof a form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit assignment and forms to an account of a direct or indirect participant of the Depositary, duly executed elect purchase by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time pursuant to time be increased Section 10.16 or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided10.17 hereof.

Forms Generally. The SecuritiesSecurities of each series and, if applicable, the notations of Subsidiary Guarantees to be endorsed thereon, and the Trustee’s certificate of authentication thereon shall be in substantially the forms form set forth in this Article Two, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange, exchange or automated quotation system on which the Securities of such series may be listed or traded or the rules of any organizational document or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such Securities and or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution thereof. If the form or forms of Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Securities Company and Guarantees. Any portion delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods methods, or engraved on steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form SECTION 202. Form of one or more Rule 144A Global SecuritiesFace of Security. [INSERT ANY APPLICABLE LEGENDS] TREEHOUSE FOODS, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name INC. (Title of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedSecurity) No. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided______ $______ CUSIP No. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.______

Forms Generally. The Securities, the Guarantees Trustee’s certificates of authentication thereof and the Trustee’s certificate of authentication Guarantees endorsed thereon shall be substantially in substantially the forms set forth in this Article TwoArticle, with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or Guarantees, as the case may be, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities and the Guarantees to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities or Guarantees, as the case may be. Initial Series A In certain cases described elsewhere herein, the legends set forth in the first three paragraphs of Section 2.2 may be omitted from Securities issued hereunder. Securities offered and sold in their initial distribution in reliance on Rule 144A shall Regulation S will be initially issued initially in the form of one or more Rule 144A Global SecuritiesSecurities in fully registered form without interest coupons, substantially in the form of Security set forth in Section 202Sections 2.2 and 2.3, deposited upon issuance with (the Trustee“Regulation S Global Security”), as custodian for the Depositary, which shall be registered in the name of the Depositary or its nomineenominee and deposited with the Trustee, in each case at its Corporate Trust Office, as custodian for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided. The aggregate principal amount , for credit by the Depositary to the respective accounts of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records beneficial owners of the Trustee, Securities represented thereby (or such other accounts as custodian for the Depositary or its nominee, as hereinafter providedthey may direct). Initial Series A Securities offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued in the form of one or more Regulation S Global Securities (collectively, and, together with their Successor Securities, the “Restricted Global Security”) in fully registered form without interest coupons, substantially in the form of Security set forth in Sections 2.2 and 2.3, with such applicable legends as are provided for in Section 2022.2, deposited upon issuance with the Trustee, except as custodian for the Depositary, otherwise permitted herein. Such Restricted Global Security shall be registered in the name of the Depositary or its nomineenominee and deposited with the Trustee, in each case at its Corporate Trust Office, as custodian for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including for credit by the 40th day after Depositary to the later respective accounts of the commencement of the Offering and the original issue date beneficial owners of the Securities represented thereby (or such period through and including such 40th day, the “Restricted Period”other accounts as they may direct), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Restricted Global Securities Security may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in connection with a corresponding decrease or increase in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeSecurity, as hereinafter provided.

Forms Generally. The Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or Subsidiary Guarantees, as the Securities and Guarantees. Any portion of the text of any Security case may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitybe. The definitive Securities and Subsidiary Guarantees to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such SecuritiesSecurities or Subsidiary Guarantees, as the case may be. Initial Series A Securities offered SECTION 202. Form of Face of Security. J. X. XXXXXXXXXX & CO., INC. 12.50% SENIOR SECURED NOTE DUE 2007 GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY CERTAIN SUBSIDIARIES OF J. X. XXXXXXXXXX & CO., INC. No. __________ $___________ J. X. Xxxxxxxxxx & Co., Inc., a corporation duly organized and sold in reliance existing under the laws of the State of Delaware (herein called the Company, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on Rule 144A May 23, 2007 and to pay interest thereon from May 15, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 of each year, commencing May 15, 2003, at the rate of 12.50% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be issued initially legally enforceable) at the rate of 12.50% per annum on any overdue principal and premium, if any, and on any overdue installment of interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the May 1 or November 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 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 form set forth in Section 202, deposited upon issuance with 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 not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as custodian may be required by such exchange, all as more fully provided in said Indenture. If, on May 15, 2005, the Company has not retired at least an aggregate of $7.5 million of the Securities, the interest rate on the Securities will increase by 2.0% until the interest payment date immediately succeeding the date on which the Company has repaid at least $7.5 million of Securities. If on May 15, 2006, the Company has not retired (either through tender offers or redemptions) at least an aggregate of $15 million of the Securities since May 15, 2003, the interest rate on the Securities will increase by an additional 2.5% from the interest rate then in effect until the interest payment date immediately succeeding the date on which the Company has repaid at least $15.0 million of Securities. Interest will be payable in cash, provided that, at the option of the Company, the Company may pay up to half of the Interest payable on any three of the first five interest payments (i.e., November 15, 2003, May 15 and November 15, 2004 and May 15 and November 15, 2005) in additional Securities PIK Notes with a principal amount equal to 112.5% of the amount of cash that would have otherwise been payable. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for the Depositary, registered that purpose in the name Borough of Manhattan, The City of New York, in such coin or currency of the Depositary or its nominee, in each case United States of America as at the time of payment is legal tender for credit to an account payment of a direct or indirect participant of the Depositary, duly executed by the Company public and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the Offering and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.

Forms Generally. The Securities, the Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream Cedel unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities pursuant to the Exchange Offer shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, in each case deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture (including forms of notices of conversion and exercise of repurchase right), and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securitiessecurities, as evidenced by their execution of such Securities. Initial Series A In certain cases described elsewhere herein, the legends set forth in Section 202 may be omitted from Securities issued hereunder. Securities offered and sold to Institutional Accredited Investors or in reliance on Regulation S shall be issued in the form of Registered Individual Securities in definitive, fully registered form without interest coupons, substantially in the form of security set forth in Sections 202 and 203, with such applicable legends as are provided for in Section 202, except as otherwise permitted herein. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Registered Individual Securities or in the form of a single Global SecuritiesSecurity in definitive, fully registered form without interest coupons, substantially in the form of Security set forth in Sections 202 and 203, with such applicable legends as are provided for in Section 202202 and Section 204, deposited upon issuance with the Trustee, except as custodian for the Depositary, otherwise permitted herein. Such Global Security shall be registered in the name of a nominee of the Depositary or and deposited with the Trustee, at its nomineeNew York office, in each case as custodian for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in connection with a corresponding decrease or increase in the aggregate principal amount of Registered Individual Securities, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form SECTION 202. Form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name Face of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedSecurity.

Forms Generally. The Securities, the Guarantees (i) __% Notes due 200_ and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth form of Exhibit A hereto; and (ii) the __% Notes due 200_ and the Trustee's certification of authentication thereon shall be in this Article Twosubstantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A The Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form forms set forth in Section 202on Exhibits A and B, respectively, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased (but in no event shall the aggregate principal amount of the Global Securities exceed $___ million) or decreased upon the written direction of the Company by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered The terms and sold in reliance on Regulation S shall be issued provisions contained in the form of one or more Regulation S Global Securities, substantially in the form Securities set forth in Section 202Exhibits A and B shall constitute, deposited upon issuance with and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, as custodian for the Depositaryby their execution and delivery of this Indenture, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary expressly agree to an account of a direct or indirect participant of the Depositary, duly executed by the Company such terms and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through provisions and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall to be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedbound thereby.

Forms Generally. The SecuritiesInitial Securities shall be known as the “6.375% Senior (Secured) Notes due 2014” and the Exchange Securities shall be known as the “6.375% Exchange Senior (Secured) Notes due 2014”, in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the “Restricted Global Securities”) deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the “Regulation S Global Securities” and together with the Restricted Global Securities the “Global Securities”). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream, Luxembourg”) for the benefit of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Initial Securities and the Trustee’s 's certificate of authentication thereon relating thereto shall be substantially in the form of EXHIBIT A and shall be in a principal amount at maturity not greater than $200,000,000. The Exchange Securities and the Trustee's certificate of authentication relating thereto shall be substantially in the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and form of EXHIBIT B. The Securities may have such lettersnotations, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with by law, stock exchange rule or Depositary rule or usage. The Company and the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by Trustee shall approve the officers executing such Securities and Guarantees, as evidenced by their execution form of the Securities and Guaranteesany notation, legend or endorsement on them. Any portion of the text of any Security may be set forth on the reverse thereofIf required, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Security shall be listed, all as determined by dated the officers executing such date of its authentication. The terms and provisions contained in the Securities, annexed hereto as evidenced EXHIBIT A and EXHIBIT B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global Securities in registered form, substantially in the form set forth in Section 202EXHIBIT A (the "Global Security"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Section 2.14. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged issued in exchange for Series A Securities shall interests in a Global Security pursuant to Section 2.15 may be issued initially in the form of one or more Series B Global Securities, permanent certificated Securities in registered form in substantially in the form set forth in Section 202, deposited upon issuance with EXHIBITS A AND B (the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided"Physical Securities").

Forms Generally. The Definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustees certificate of authentication) bought and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities substantially in the form set forth in Sections 2.2 through 2.5 hereof (the "Global Security") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Subject to the limitation set forth in Section 3.1, the principal amount of the Global Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee as custodian for the Depositary, as hereinafter provided. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustees certificate of authentication) offered and sold other than as described in the preceding paragraph shall be issued in the form of permanent certificated Securities in registered form in substantially the for set forth in Sections 2.2 through 2.5 hereto ("Physical Securities"). The Securities, the notations thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the Securities and or notations of Subsidiary Guarantees, as the case may be. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printedIn addition to the requirements of Section 2.3, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by also have set forth on the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the reverse side thereof a form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit assignment and forms to an account of a direct or indirect participant of the Depositary, duly executed elect purchase by the Company pursuant to Sections 10.15 and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided10.16 hereof.

Forms Generally. The SecuritiesInitial Securities shall be known as the "7.25% Senior (Secured) Notes due 2012" and the Exchange Securities shall be known as the "7.25% Exchange Senior (Secured) Notes due 2012", in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Twoform annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or with the rules of the Depositary, any clearing agency or any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. The terms and provisions contained in the form of the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Securities without interest coupons substantially in the form set forth in Section 202Exhibit A (collectively the "Restricted Global Security") deposited with, deposited upon issuance or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, permanent global Securities in fully registered form without interest coupons substantially in the form set forth in Section 202Exhibit A (collectively, deposited upon issuance the "Regulation S Global Security" and, together with the TrusteeRestricted Global Security, as custodian for the Depositary"Global Securities" or each individually, a "Global Security"). The Regulation S Global Security will be registered in the name of a nominee of Depositary and deposited with the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant Trustee on behalf of the Depositarypurchasers of the Securities evidenced thereby, for the accounts of Euroclear and CEDEL and duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or CEDEL, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture. If the Depositary is at any time unwilling or unable to continue as a depositary for the Global Securities, or if, in the case of the Regulation S Global Security held for an account of Euroclear or CEDEL, Euroclear or CEDEL, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business and no successor therefor has been designated, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate of authentication thereon Securities shall be in substantially the forms form set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law the Internal Revenue Code of 1986, as amended, and regulations thereunder (the "Code"), or as may, consistently consistent herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. All Securities shall be in fully registered form. The Trustee's certificates of authentication shall be in substantially the Securities and Guarantees. Any portion of the text of any Security may be form set forth on in the reverse thereof, with an appropriate reference thereto on form of Security contained in Section 2.2. Conversion notices shall be in substantially the face form set forth in the form of Security contained in Section 2.2. Change in Control Repurchase Notices shall be substantially in the Securityform set forth in the form of Security contained in Section 2.2. Repurchase Notices shall be substantially in the form set forth in the form of Security contained in Section 2.2. The definitive Securities shall be printed, lithographed or engraved typewritten or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any automated quotation system or securities exchange on which the Securities may be quoted or listed, as the case may be, all as determined by the officers Officer executing such Securities, as evidenced by their execution of such Securitiesthereof. Initial Series A Upon their original issuance, Securities offered and sold issued as contemplated by the Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global SecuritiesSecurities in definitive, substantially fully registered form without interest coupons and bearing the Restricted Securities Legend. Such Global Security shall be registered in the form set forth in Section 202name of DTC, as Depositary, or its nominee and deposited upon issuance with the Trustee, as custodian for the DepositaryDTC, registered in the name of the Depositary or its nominee, in each case for credit by DTC to the Depositary to an account respective accounts of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date beneficial owners of the Securities represented thereby (or such period through and including such 40th dayother accounts as they may direct). Such Global Security, the “Restricted Period”)together with its Successor Securities, all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B which are Global Securities, substantially in are collectively herein called the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B "Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedSecurity."

Forms Generally. The Definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication) bought and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities substantially in the form set forth in Sections 2.2 through 2.5 hereof (the "Global Security") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Subject to the limitation set forth in Section 3.1, the principal amount of the Global Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee as custodian for the Depositary, as hereinafter provided. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication) offered and sold other than as described in the preceding paragraph shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Sections 2.2 through 2.5 hereto ("Physical Securities"). The Securities, the notations thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the Securities and or notations of Subsidiary Guarantees, as the case may be. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printedIn addition to the requirements of Section 2.3, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by also have set forth on the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the reverse side thereof a form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit assignment and forms to an account of a direct or indirect participant of the Depositary, duly executed elect purchase by the Company pursuant to Sections 10.16 and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided10.17 hereof.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 27 Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Twoform annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. The terms and provisions contained in the form of the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Securities without interest coupons substantially in the form set forth in Section 202Exhibit A (collectively "Restricted Global Security") deposited with, deposited upon issuance or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Securities, permanent global Securities in fully registered form without interest coupons substantially in the form set forth in Section 202Exhibit A (collectively, the "Regulation S Global Security" and, together with the Restricted Global Security, the "Global Securities" or each individually, a "Global Security"). The Regulation S Global Securities will be registered in the name of a nominee of DTC and deposited upon issuance with or on behalf of the Depositary or with the Trustee, as custodian for the Depositary, registered in for the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowClearstream. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or Clearstream, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture. If DTC is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC. In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 2.02 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee. Initial Securities offered and sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in this Article (the "U.S. Physical Securities").

Forms Generally. The Securities, the Guarantees (i) 6 5/8% Notes due 2004 and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth form of Exhibit A hereto; and (ii) the 7 1/8% Notes due 2009 and the Trustee's certification of authentication thereon shall be in this Article Twosubstantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A The Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form forms set forth in Section 202on Exhibits A and B, respectively, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased (but in no event shall the aggregate principal amount of the Global Securities exceed $600 million) or decreased upon the written direction of the Company by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered The terms and sold in reliance on Regulation S shall be issued provisions contained in the form of one or more Regulation S Global Securities, substantially in the form Securities set forth in Section 202Exhibits A and B shall constitute, deposited upon issuance with and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, as custodian for the Depositaryby their execution and delivery of this Indenture, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary expressly agree to an account of a direct or indirect participant of the Depositary, duly executed by the Company such terms and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through provisions and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall to be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowbound thereby. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.ARTICLE THREE THE SECURITIES

Forms Generally. The SecuritiesNotes, the Guarantees Guarantee and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesNotes or Guarantee, as evidenced by their execution of the Securities and GuaranteesNotes or Guarantee. Any portion of the text of any Security Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityNote. The definitive Securities Notes and Guarantee shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesNotes or Guarantee, as evidenced by their execution of such SecuritiesNotes or Guarantee. Initial Series A Securities The Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated March 5, 2002, between the Company, the Guarantor and Gxxxxxx, Sxxxx & Co., BMO Nxxxxxx Bxxxx Corp., CIBC World Markets Corp., NBC International (USA) Inc., RBC Dominion Securities Corporation, Scotia Capital (USA) Inc. and TD Securities USA) Inc. Initial Notes offered and sold to "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the Securities Act) in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securitiesa permanent global Note in definitive, fully registered form without interest coupons substantially in the form set forth in Section 202this Article (the "Restricted Global Note"), deposited upon issuance with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Global Note will be registered in the name of a nominee of the Depositary. The aggregate principal amount of the Rule 144A Restricted Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities Notes offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securitiesa permanent global Note in definitive, fully registered form without interest coupons substantially in the form set forth in Section 202this Article (the "Regulation S Global Note"), deposited upon issuance with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note will be registered in the name of a nominee of the Depositary and if any purchaser so elects, the purchaser may hold its interest therein through the Euroclear System ("Euroclear") or Clearstream Banking societe anonyme ("Clearstream"), if the purchaser is a participant in such systems, or indirectly through organizations that are participants in such systems, or through organizations other than Euroclear and Clearstream that are participants in the Depositary's system. The aggregate principal amount of the Series B Regulation S Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The Exchange Notes shall be issued in the form of a permanent global Note in definitive, fully registered form without interest coupons substantially in the form set forth in this Article (the "Unrestricted Global Note" and, together with the Restricted Global Note and the Regulation S Global Note, the "Global Notes" or each individually, a "Global Note") deposited with or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Unrestricted Global Note will be registered in the name of a nominee of the Depositary. The aggregate principal amount of the Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities issued in exchange for Series A Exchange Preferred Stock offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202202 in like aggregate principal amount to the Series A Exchange Preferred Stock so exchanged, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities or Series B Exchange Preferred Stock, as the case may be, shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202202 in like aggregate principal amount to the Series A Securities or Series B Exchange Preferred Stock, as the case may be, so exchanged, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees and Debentures (including the Trustee’s certificate 's certificates of authentication thereon authentication) shall be in substantially the forms form set forth in this Article Two, Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesDebentures, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityDebentures. The definitive Securities Definitive Debentures endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities Debentures may be listed, all as determined by the officers executing such SecuritiesDebentures, as evidenced by their execution of such SecuritiesDebentures. Initial Series A Securities The Debentures shall be initially issued as Definitive Debentures which are Transfer Restricted Debentures. If in subsequent transfers the Debentures are offered and sold to QIB's in reliance on Rule 144A shall be issued initially or in offshore transactions in reliance on Regulation S, the form of one or more Rule 144A Global Securities, substantially purchasers thereof may exchange such Definitive Debentures for a beneficial interest in the form set forth a global Debenture in Section 202, deposited upon issuance conformity with the Trustee, as custodian for customary requirements of The Depository Trust Company (the "Depositary, ") and registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of in the Depositary. Any such Debenture issued to a QIB shall be represented by one or more Debentures in registered global form without interest coupons (collectively, duly executed by the Company "Rule 000X Xxxxxx Xxxxxxxxx") and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold any such Debenture issued in connection with offshore transactions in reliance on Regulation S shall, if such Debentures are subject to the restricted period pursuant to Rule 903 (the "restricted period"), be represented by one or more temporary Debentures in registered global form without interest coupons (collectively, the "Regulation S Temporary Global Debenture") and if not so restricted, by one or more permanent registered global Debentures without interest coupons (the "Regulation S Permanent Global Debentures" and together with the Regulation S Temporary Global Debenture, the "Regulation S Global Debenture"). The Regulation S Global Debenture shall be issued deposited on behalf of the subscribers thereof with a custodian for the Depositary. The Regulation S Global Debenture shall be registered in the form name of a nominee of the Depositary for credit to the subscribers' respective accounts at Euroclear System ("Euroclear") and CEDEL Bank, S.A. ("CEDEL"). Beneficial interests in the Regulation S Global Debenture may be held only through Euroclear or CEDEL. If applicable, within a reasonable period of time after the expiration of the restricted period, the Regulation S Temporary Global Debenture shall be exchanged for one or more Regulation S Permanent Global SecuritiesDebentures upon delivery to the Trustee of certification as provided in Section 305(f) hereof. During the restricted period, substantially beneficial interests in the Regulation S Temporary Global Debenture may be held only through Euroclear or CEDEL (as indirect participants in the Depositary), and, pursuant to the Depositary's procedures, beneficial interests in the Regulation S Temporary Global Debenture may not be transferred to a Person that takes delivery thereof in the form set forth of an interest in the Rule 000X Xxxxxx Xxxxxxxxx. After the restricted period, (i) beneficial interests in the Regulation S Permanent Global Debentures may be transferred to a Person that takes delivery in the form of an interest in the Rule 000X Xxxxxx Xxxxxxxxx and (ii) beneficial interests in the Rule 000X Xxxxxx Xxxxxxxxx may be transferred to a Person that takes delivery in the form of an interest in the Regulation S Permanent Global Debentures, PROVIDED, that the certification requirements described in Section 202305(e) hereof are complied with. Any Debenture transferred pursuant to an effective registration statement under the Securities Act or pursuant to the exemption from registration provided by Rule 144 may be exchanged in accordance with Section 305 for Unrestricted Debentures. Unrestricted Debentures initially shall be represented by one or more Debentures in registered global form without interest coupons (collectively, the "Unrestricted Global Debentures"). The Unrestricted Global Debenture shall be deposited upon issuance with the Trustee, Trustee as custodian for the DepositaryDepository in New York, New York and registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depository or its nominee, in each case for credit to an account of a direct or indirect participant of in the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedDepository. ARTICLE THREE The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.Debentures

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any organizational document, any applicable law or with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange on which the Securities are listed or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities. The Securities will initially be issued either in the form of one or more Global Securities or in the form of Definitive Securities or a combination thereof, in any case, substantially in the form set forth in Sections 202 and Guarantees203 below (including the additional language and schedule referred to in footnote 1 and 2, respectively). Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any portion endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the text of any Security may be set forth on Trustee, in accordance with instructions given by the reverse Holder thereof, with an appropriate reference thereto on the face of the Security. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series SECTION 202. FORM OF FACE OF SECURITY. LEGENDS FOR GLOBAL SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. LEGENDS FOR DEFINITIVE SECURITY: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. PHP HEALTHCARE CORPORATION 6 1/2% Convertible Subordinated Debentures due 2002 No. ________ $___________ PHP Healthcare Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of ________________ Dollars [OR SUCH GREATER OR LESSER AMOUNT AS INDICATED ON THE SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES ON THE REVERSE HEREOF](1) on December 15, 2002, and to pay interest thereon from the date of original issuance of Securities offered pursuant to the Indenture or from and sold including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in reliance each year, commencing June 15, 1996, at the rate of 6 1/2% per annum, until the principal hereof is paid or made available for payment and promises to pay any liquidated damages which may be payable pursuant to Section 4 of the Registration Rights Agreement on Rule 144A shall the Interest Payment Dates. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be issued initially paid to the Person in the form of whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the June 1 or December 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 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 form set forth close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in Section 202, deposited upon issuance any other lawful manner not inconsistent with the Trusteerequirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as custodian for more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than 10 days prior to such Special Record Date. Payment of the Depositaryprincipal of and premium, registered if any, and interest on this Security will be made (i) in the name respect of Securities held of record by the Depositary or its nomineenominee in same day funds on or prior to the respective Interest Payment Dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in each case for credit to an account of a direct in such coin or indirect participant currency of the DepositaryUnited States of America as of the time of payment is legal tender for payment of public and private debts; PROVIDED, duly executed by HOWEVER, that at the option of the Company and authenticated payment of interest in respect of Securities held of record by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Holders other than the Depositary or its nominee, nominee may be made by check mailed to the address of the Person entitled thereto as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S such address shall be issued appear in the form Security Register. Reference is hereby made to the further provisions of one or more Regulation S Global Securities, substantially in the form this Security set forth in Section 202on the reverse hereof, deposited upon issuance with which further provisions shall for all purposes have the Trustee, same effect as custodian for if set forth at this place. Unless the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedany purpose.

Forms Generally. The Registered Securities, the Guarantees if any, of each series and the Trustee’s certificate Bearer Securities, if any, of authentication thereon each series, related coupons, if any, and temporary global Securities, if any, shall be in substantially the forms set forth form established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities offered and sold in reliance on Rule 144A of each series shall be issued initially issuable in registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as conclusively evidenced by their execution of such Securities or coupons. SECTION 202. Form of Trustee's Certificate of Authentication. This is one of the Securities of the series designated therein referred to in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trusteewithin-mentioned Indenture. THE BANK OF NEW YORK, as custodian for the Depositary, registered Trustee Dated: By: ------------------------------ -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES SECTION 301. Amount Unlimited; Issuable in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedSeries. The aggregate principal amount of the Rule 144A Global Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securitiesseries. There shall be established in or pursuant to a Board Resolution, substantially in the form and set forth in Section 202an Officers' Certificate, deposited upon issuance with the Trustee, as custodian for the Depositary, registered or established in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.indentures supplemental hereto:

Forms Generally. The Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law depositary thereof or as may, consistently herewith, be determined by the officers executing such Securities and or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or Subsidiary Guarantees, as the Securities and Guarantees. Any portion of the text of any Security case may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitybe. The definitive Securities and Subsidiary Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such SecuritiesSecurities or Subsidiary Guarantees, as the case may be. Initial Series A NY12534: 53599.4 In certain cases described elsewhere herein, the legends set forth in the first three paragraphs of Section 202 may be omitted from Securities issued hereunder. Securities offered and sold in their initial distribution in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global SecuritiesSecurities (each, a "Restricted Global Security"), in fully registered form without interest coupons, substantially in the form of Security set forth in Sections 202 and 203 with such applicable legends as are provided for in Section 202, deposited upon issuance with the Trustee, except as custodian for the Depositary, otherwise permitted herein. Such Global Securities shall be registered in the name of the Depositary DTC, as Depositary, or its nominee, in each case a nominee for credit to an account of a direct or indirect participant of the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for DTC, for credit to the Depositaryrespective accounts of owners of beneficial interests in such Securities or to such other accounts as they may direct. The Restricted Global Securities and all other Securities evidencing the debt, or any portion of the debt, initially evidenced by such Global Securities, other than Securities transferred or exchanged upon certification as provided in Section 305, shall collectively be referred to herein as the "Restricted Securities." SECTION 202. FORM OF FACE OF SECURITY. [INCLUDE IF SECURITY IS A RESTRICTED SECURITY --THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH STAPLES, INC. ("STAPLES") OR ANY AFFILIATE OF STAPLES WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO STAPLES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO STAPLES' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. NY12534: 53599.4 [INCLUDE IF SECURITY IS A GLOBAL SECURITY - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 00 XXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NY12534: 53599.4 STAPLES, INC. Floating Rate Notes due November 26, 2001 Common Code No. __________ ISIN No. __________ No. __________ $________ STAPLES, INC., a corporation organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________, or registered assigns, the principal sum of ________________ Dollars [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT --, or such other principal amount (which, when taken together with the principal amounts of all other Outstanding Securities, shall not exceed in the name aggregate at any time $175,000,000 as may be set forth in the records of the Depositary or its nominee, in each case for credit by the Depositary Trustee hereinafter referred to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer Indenture,] on November 26, 2001 and certification requirements described belowto pay interest thereon from May 24, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 24, May 24, August 24 and November 24 in each year, commencing August 24, 2000, at the rate per annum determined in accordance with the provisions on the reverse hereof, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the interest rate then in effect on any overdue principal and on any overdue installment of interest until paid. The aggregate principal amount interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made business on the records Regular Record Date for such interest, which shall be the fifteenth day (regardless of whether a Business Day), next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities notice whereof shall be issued initially given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Security will be made at the office or agency of the Trustee or any Paying Agent maintained for that purpose in the form City of one Boston, Massachusetts, in such coin or more Series B Global Securitiescurrency of the United States of America as at the time of payment is legal tender for payment of public and private debts; PROVIDED, substantially HOWEVER, that, at the option of the Company payment of interest may be made by dollar check mailed to the address of the Person entitled thereto as such address shall appear in the form Security Register. Reference is hereby made to the further provisions of this Security set forth in Section 202on the reverse hereof, deposited upon issuance with which further provisions shall for all purposes have the Trustee, same effect as custodian for if set forth at this place. NY12534: 53599.4 Unless the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.

Forms Generally. The SecuritiesEach Registered Security, the Guarantees Bearer Security, Coupon and the Trustee’s certificate of authentication thereon temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the forms set forth form established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange on which the Securities may be listed or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, Security or Coupon as evidenced by their execution of such Security or Coupon. The Company shall provide any such legends or endorsements to the Trustee in writing. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and Guaranteesshall not be issuable upon the exercise of warrants. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by not inconsistent with the rules of any securities exchange on which the Securities may be listed, all as determined by the officers of -18- the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution of such SecuritiesSecurities or Coupons. Initial Series A Securities offered and sold in reliance on Rule 144A Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 610, the Trustee's certificate of authentication shall be issued initially in substantially the form of following form: This is one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, of the “Restricted Period”), all such Securities shall be credited series designated therein referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowwithin-mentioned Indenture. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the TrusteeDated: Bankers Trust Company, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.By ______________________________________ Authorized Signatory

Forms Generally. The SecuritiesInitial Securities shall be known as the "7.50% Senior (Secured) Notes due 2015" and the Exchange Securities shall be known as the "7.50% Exchange Senior (Secured) Notes due 2015", in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202202(a), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202202(a), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day (or one year in the event that the Securities are being sold as a part of a Unit) after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th dayday (or one year in the event that the Securities are being sold as a part of a Unit), the “Restricted "Distribution Compliance Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202202(b), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees 2015 Notes and the accompanying Trustee’s certificate of authentication thereon shall be substantially in the form annexed hereto as Exhibit A1, the 2017 Notes and the accompanying Trustee’s certificate of authentication shall be substantially in the forms set forth form annexed hereto as Exhibit A2, the 2022 Notes and the accompanying Trustee’s certificate of authentication shall be substantially in this Article Twothe form annexed hereto as Exhibit A3, the 2032 Notes and the accompanying Trustee’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A4 and the 2042 Notes and the accompanying Trustee’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A5, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and by this Indenture. The Securities of each series may have such lettersnotations, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law, stock exchange agreements to comply with which the rules of Company or any securities exchange, any organizational document Guarantor is subject or governing instrument or applicable law or as may, consistently herewith, be determined by usage. The Company shall approve the officers executing such Securities and Guarantees, as evidenced by their execution form of the Securities and Guaranteesany notation, legend or endorsement on the Securities. Any portion The terms and provisions contained in the form of the text Securities of any Security may be set forth on each series annexed hereto as Exhibits A1 (in the reverse thereof, with an appropriate reference thereto on the face case of the Security2015 Notes), A2 (in the case of the 2017 Notes), A3 (in the case of the 2022 Notes), A4 (in the case of the 2032 Notes) and A5 (in the case of the 2042 Notes) shall constitute, and are hereby expressly made, a part of this Indenture. The definitive Securities shall be printedTo the extent applicable, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which Company, each Guarantor and the Securities may be listedTrustee, all as determined by the officers executing such Securities, as evidenced by their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A permanent Global Securities, Securities in registered form in substantially in the form set forth in Section 202Exhibit A1 (in the case of the 2015 Notes), A2 (in the case of the 2017 Notes), A3 (in the case of the 2022 Notes), A4 (in the case of the 2032 Notes) and A5 (in the case of the 2042 Notes) (the “Rule 144A Global Securities”), registered in the name of the nominee of the Depositary, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter herein provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter herein provided. Initial Series A Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S temporary Global Securities, Securities in registered form in substantially in the form set forth in Section 202Exhibit A1 (in the case of the 2015 Notes), A2 (in the case of the 2017 Notes), A3 (in the case of the 2022 Notes), A4 (in the case of the 2032 Notes) and A5 (in the case of the 2042 Notes) (the “Regulation S Temporary Global Securities”), registered in the name of the nominee of the Depositary, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter herein provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Temporary Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. The Rule 144A Global Securities, the Regulation S Temporary Global Securities, the Regulation S Permanent Global Securities and the Unrestricted Global Securities are sometimes referred to herein as the “Global Securities.” Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security will be exchanged for beneficial interests in the Regulation S Permanent Global Security pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee will cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream, in each case in a form approved by the Company, certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Security (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a Rule 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 314(b)(iii) hereof). The Trustee’s certificate of authentication on all Securities shall be in substantially the form set forth in this Article. The Definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

Forms Generally. The Securities, the Guarantees Conversion Notice, the Holder's Redemption Notice and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A The Trustee's certificate of authentication shall be in substantially the form set forth in Section 204. The Securities will be offered and sold in their initial distribution in reliance on Rule 144A Regulation S and shall be issued initially in the form of one or more Rule 144A Global Securities, in fully registered form without interest coupons, substantially in the form set forth herein with such legends as are provided for in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, . Such Global Securities shall be registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant nominee of the Common Depositary and deposited with the Common Depositary, as custodian for Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Euroclear and Clearstream will credit, on their internal systems, the respective principal amounts of the individual beneficial interests in the Securities represented by the Global Securities to the Agent Members of Euroclear and Clearstream. These accounts will initially be designated by or on behalf of the Credit Suisse First Boston (Europe) Limited. Ownership of beneficial interests in the Global Securities will be limited to Agent Members and persons who hold interests through Agent Members. Beneficial interests in the Global Securities will be shown on, and transfers thereof will be effective only through, records maintained by Euroclear and Clearstream and their Agent Members. SECTION 202. Form of Face of Security. [INCLUDE IF SECURITY IS A GLOBAL SECURITY] [THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE OR ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. THIS GLOBAL SECURITY MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN THE INDENTURE.] THE BONDS EVIDENCED HEREBY AND THE COMMON SHARES OF MACRONIX INTERNATIONAL CO., LTD. ("MACRONIX") ISSUABLE UPON CONVERSION OF THE BONDS EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND PRIOR TO THE EXPIRATION OF 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THE BONDS AND THE LATEST CLOSING DATE OF THE OFFERING (THE "DISTRIBUTION COMPLIANCE PERIOD"), SUCH BONDS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT TO A PERSON OTHER THAN A U.S. PERSON, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THE BONDS EVIDENCED HEREBY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. MACRONIX INTERNATIONAL CO., LTD. ZERO COUPON CONVERTIBLE BONDS DUE 2008 No. 1 US$80,000,000 ISIN No. XS0162112063 Common Code 016211206 Macronix International Co., Ltd., a corporation duly organized and existing under the laws of the Republic of China (herein called the "Company", which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to The aggregate Bank of New York Depositary (Nominees) Limited, or registered assigns, the principal sum of EIGHTY MILLION United States Dollars (US$80,000,000) (which principal amount of the Rule 144A Global Securities may from time to time be increased or decreased to such other principal amounts (which, taken together with the principal amounts of all other Outstanding Securities, shall not exceed US$100,000,000 in the aggregate at any time) by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as Trustee hereinafter provided. Initial Series A Securities offered and sold referred to in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance accordance with the TrusteeIndenture) on February 10, as custodian for the Depositary, registered in the name 2008. Payment of the Depositary principal of, premium (if any) and interest (if any) on, this Security will be made at the offices of the Trustee or its nomineePaying Agent or at any office or agency maintained for that purpose pursuant to Section 1002, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the Depositary, duly executed by United States of America as at the Company time of payment is legal tender for payment of public and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of principal, premium (if any) and interest (if any) may be made by check mailed to the address of the Offering and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowSecurity Register. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form statements set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name legends set forth above are an integral part of the Depositary or its nomineeterms of this Security and by acceptance hereof each holder of this Security agrees to be subject to and bound by the terms and provisions set forth in such legends. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, in each case which further provisions shall for credit to an account all purposes have the same effect as if set forth at this place. Unless the certificate of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.

Forms Generally. The Securities, the Guarantees Debentures of each series and the Trustee’s certificate of authentication thereon Coupons, if any, to be attached thereto shall be in substantially the forms set forth in this Article TwoExhibit A and Exhibit B hereto (the provisions of which shall be completed or modified as appropriate to reflect the terms of each series of Debentures, including the currency of denomination, which may be Dollars. Foreign Currency of ECU), or in such other forms as may be determined and specified by the Pricing Committee in authorizing the issue of any series of Debentures, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon thereon, as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities Debentures and GuaranteesCoupons, if any, as evidenced by their execution of the Securities Debentures and GuaranteesCoupons, if any. Any portion of the text of any Security Debenture may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityDebenture. The certificate of authentication shall be in substantially the form set forth in this Article. The definitive Securities Debentures and Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedexchange, all as determined by the officers executing such SecuritiesDebentures and Coupons, if any, as evidenced by their execution of such SecuritiesDebentures and Coupons, if any. Initial Series A Securities offered and sold in reliance on Rule 144A SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's Certificate of Authentication shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth following form: CERTIFICATE OF AUTHENTICATION This is one of the Debentures referred to in Section 202, deposited upon issuance with the Trusteewithin-mentioned Indenture. THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.By _________________________________ Authorized Officer ARTICLE THREE THE DEBENTURES

Forms Generally. The Securities, the Guarantees Trustee’s certificates of authentication thereof and the Trustee’s certificate of authentication Guarantees endorsed thereon shall be substantially in substantially the forms set forth in this Article TwoArticle, with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or Guarantees, as the case may be, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities and the Guarantees to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities or Guarantees, as the case may be. Initial Series A In certain cases described elsewhere herein, the legends set forth in the first three paragraphs of Section 2.2 may be omitted from Securities issued hereunder. Securities offered and sold in their initial distribution in reliance on Rule 144A shall Regulation S will be initially issued initially in the form of one or more Rule 144A Global SecuritiesSecurities in fully registered form without interest coupons, substantially in the form of Security set forth in Section 202Sections 2.2 and 2.3 (the “Regulation S Global Security”), deposited upon issuance with the Trustee, as custodian for the Depositary, which shall be registered in the name of the Depositary or its nomineenominee and deposited with the Trustee, in each case at its Corporate Trust Office, as custodian for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided. The aggregate principal amount , for credit by the Depositary to the respective accounts of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records beneficial owners of the Trustee, Securities represented thereby (or such other accounts as custodian for the Depositary or its nominee, as hereinafter providedthey may direct). Initial Series A Securities offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued in the form of one or more Regulation S Global Securities (collectively, and, together with their Successor Securities, the “Restricted Global Security”) in fully registered form without interest coupons, substantially in the form of Security set forth in Sections 2.2 and 2.3, with such applicable legends as are provided for in Section 2022.2, deposited upon issuance with the Trustee, except as custodian for the Depositary, otherwise permitted herein. Such Restricted Global Security shall be registered in the name of the Depositary or its nomineenominee and deposited with the Trustee, in each case at its Corporate Trust Office, as custodian for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including for credit by the 40th day after Depositary to the later respective accounts of the commencement of the Offering and the original issue date beneficial owners of the Securities represented thereby (or such period through and including such 40th day, the “Restricted Period”other accounts as they may direct), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Restricted Global Securities Security may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in connection with a corresponding decrease or increase in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeSecurity, as hereinafter provided.

Forms Generally. The Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law depositary thereof or as may, consistently herewith, be determined by the officers executing such Securities and or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or Subsidiary Guarantees, as the Securities and Guarantees. Any portion of the text of any Security case may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitybe. The definitive Securities and Subsidiary Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such SecuritiesSecurities or Subsidiary Guarantees, as the case may be. Initial Series A In certain cases described elsewhere herein, the legends set forth in the first four paragraphs of Section 202 may be omitted from Securities issued hereunder. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold their initial distribution in reliance on Regulation S shall be initially issued in the form of one or more Regulation S temporary Global Securities, in fully registered form without interest coupons, substantially in the form of Security set forth in Sections 202 and 203, as the case may be, with such applicable legends as are provided for in Section 202, deposited upon issuance with as the Trustee, as custodian for the Depositary, case may be. Such Global Securities shall be registered in the name of the Depositary a nominee or its nominee, in each case nominees for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance Cedelbank or both and deposited with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the TrusteeCommon Depositary, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.Euroclear and

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; providedPROVIDED, howeverHOWEVER, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream Cedel unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Series B D Securities exchanged for Series A C Securities or Series B Securities shall be issued initially in the form of one or more Series B D Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B D Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The SecuritiesInitial Securities shall be known as the “8.00% Senior Subordinated Notes due 2012” and the Exchange Securities shall be known as the “8.00% Exchange Senior Subordinated Notes due 2012”, in each case, of the Guarantees Company. The Securities and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the “Restricted Global Securities”) deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the “Regulation S Global Securities” and together with the Restricted Global Securities the “Global Securities”). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream, Luxembourg”) for the benefit of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The SecuritiesInitial Securities shall be known as the "8.00% Senior Subordinated Notes due 2012" and the Exchange Securities shall be known as the "8.00% Exchange Senior Subordinated Notes due 2012", in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate Securities of authentication thereon each series shall be in substantially such form or forms as shall be established by or pursuant to a Board Resolution or, subject to Section 3.03, set forth, or determined in the forms set forth manner provided, in this Article Twoan Officers’ Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, in each case, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. If the form of Debt Securities of any series or the form of Guarantee of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the issuing Company or the Guarantor, as the case may be, and delivered to the Trustee at or prior to the delivery of the Company Request contemplated by Section 3.03 for the authentication and delivery of such Debt Securities or Guarantee. If all of the Securities and Guaranteesof any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. Any portion Securities originally offered and sold to QIBs in reliance on Rule 144A will be issued in the form of one or more permanent Global Securities (each, a “Rule 144A Global Security”). Any Securities originally offered and sold outside the text United States in reliance on Regulation S will be issued in the form of any Security may be set forth on the reverse thereofone or more permanent Global Securities (each, with an appropriate reference thereto on the face of the a “Regulation S Global Security”). The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or Subsidiary Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities and Subsidiary Guarantees to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as evidenced by their execution of such SecuritiesSecurities or Subsidiary Guarantees, as the case may be. Initial Series A Rule 144A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global Securities in registered form, substantially in the form set forth in Section 202this Indenture (the "U.S. Global Securities"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Rule 144A Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, permanent global Securities in definitive fully registered form substantially in the form set forth in Section 202, this Indenture (the "Offshore Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company with the Subsidiary Guarantees of the Subsidiary Guarantors endorsed thereon and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Rule 144A Securities offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in the Indenture (the "U.S. Physical Securities"). Securities issued pursuant to Section 311 in exchange for interests in the Offshore Global Securities shall be in the form of permanent certificated Securities in registered form substantially in the form set forth in this Indenture (the "Offshore Physical Securities"). The Offshore Physical Securities and U.S. Physical Securities are sometimes collectively herein referred to as the "Physical Securities". The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the "Global Securities".

Forms Generally. The SecuritiesInitial Securities shall be known as the “9.625% Senior (Secured) Notes due 2011” and the Exchange Securities shall be known as the “9.625% Exchange Senior (Secured) Notes due 2011”, in each case, of the Guarantees Company. The Securities and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the “Restricted Global Securities”) deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the “Regulation S Global Securities” and together with the Restricted Global Securities the “Global Securities”). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the for credit to Mxxxxx Guaranty Trust Company and authenticated by the Trustee of New York, Brussels Office, as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) for the benefit of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The SecuritiesInitial Securities shall be known as the "8/ /% Senior Subordinated Notes due 2008" and the Exchange Securities and the Private Exchange Securities shall be known as the "8/ /% Senior Subordinated Notes due 2008," in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Twoannexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law the Depositary or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities Each Security shall be printed, lithographed or engraved or produced by any combination dated the date of these methods or may be produced its authentication. The terms and provisions contained in any other manner permitted by the rules form of any securities exchange on which the Securities may be listedannexed hereto as Exhibit A shall constitute, all as determined by and are hereby expressly made, a part of this Indenture. To the officers executing such Securitiesextent applicable, as evidenced the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby. Initial Series A Securities offered and sold to Qualified Institutional Buyers in reliance on Rule the United States of America ("RULE 144A SECURITIES") shall be issued initially on the Issue Date, and Additional Securities offered and sold to Qualified Institutional Buyers in the United States of America shall be issued, in the form of one or more Rule 144A Global Securitiesa permanent global security, without interest coupons, substantially in the form set forth in Exhibit A, with such legends as may be required by Section 202, 202 (the "RULE 144A GLOBAL SECURITY") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company Company, with the Guarantees of the Guarantors endorsed thereon and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Security may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in offshore transactions to Non-U.S. Persons ("REGULATION S SECURITIES") in reliance on Regulation S shall be issued on the Issue Date, and Additional Securities offered and sold in offshore transactions to Non-U.S. Persons in reliance on Regulation S shall be issued, in the form of one or more Regulation S Global Securitiesa permanent global Security, without interest coupons, substantially in the form set forth in Exhibit A, with such legends as may be required by Section 202, 202 (the "REGULATION S GLOBAL SECURITY"). The Regulation S Global Security will be deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Company, with the Guarantees of the Guarantors endorsed thereon and authenticated by the Trustee as hereinafter provided; provided. The Regulation S Global Security may be represented by more than one certificate, however, that upon such deposit through and including if so required by the 40th day after Depositary's rules regarding the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall maximum principal amount to be credited to or through accounts maintained at the Depositary represented by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowa single certificate. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold to Institutional Accredited Investors in the United States of America ("INSTITUTIONAL ACCREDITED INVESTOR SECURITIES") shall be issued, and Additional Securities offered and sold to Institutional Accredited Investors in the United States of America shall be issued, in the form of a permanent global Security substantially in the form set forth in Exhibit A, with such legends as may be required by Section 202 (an "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL SECURITY") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company, with the Guarantees of the Guarantors endorsed thereon and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Security may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The Rule 144A Global Security, the Regulation S Global Security and the Institutional Accredited Investor Global Security are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company and the Guarantors executing such Securities, as evidenced by their execution of such Securities.

Forms Generally. The Securities, the Guarantees Securities of each series and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article Twoor in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Upon their original issuance, if any, the Rule 144A Securities and Guarantees. Any portion the Regulation S Securities shall be issued in the form of separate Global Securities registered in the name of the text Depositary or its nominee and deposited with the Trustee, as custodian for the Depositary, for credit by the Depositary to the respective accounts of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face beneficial owners of the Securities represented thereby (or such other accounts as they may direct). The Global Security representing Rule 144A Securities, together with its Successor Securities which are Global Securities other than Regulation S Global Securities, are collectively herein called the "Restricted Global Security". The Global Security representing Regulation S Securities, together with its Successor Securities which are Global Securities other than Restricted Global Securities, are collectively herein called the "Regulation S Global Security". The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by the Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Securities offered and sold in reliance on Rule 144A, Regulation S or sold to Institutional Accredited Investors as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act shall be issued initially in the form of one or more permanent global securities substantially in the form set forth in this Article (the "Global Securities") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Securities offered and sold other than as described in the preceding paragraph shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in this Article (the "Physical Securities"). The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The SecuritiesInitial Securities shall be known as the "6.375% Senior (Secured) Notes due 2014" and the Exchange Securities shall be known as the "6.375% Exchange Senior (Secured) Notes due 2014", in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate 's certificates of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and or Guarantees, as the case may be, as evidenced by their execution of the Securities and or Guarantees, as the case may be. Any portion of the text of any Each Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityshall have a Guarantee endorsed thereon. The definitive Securities Securities, and Guarantees to be endorsed thereon, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall of each series will be initially issued initially in the form of as one or more Global Securities. Each Global Security authenticated under this Indenture shall be in global bearer form, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Upon their original issuance, Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company Securities and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S Securities of each series shall be issued in the form of one or more separate Global Securities. The Global Securities representing Rule 144A Securities, together with their Successor Securities which are Global Securities other than Regulation S Global Securities, substantially in are collectively herein called the form set forth in Section "Restricted Global Securities". The Global Securities representing Initial Regulation S Securities, together with their Successor Securities which are Global Securities other than Restricted Global Securities, are collectively herein called the "Regulation S Global Securities". SECTION 202. Form of Face of Global Security. DIAMOND HOLDINGS PLC [If Sterling Security, deposited then insert: 10%][If Dollar Security, then insert: 91/8%] SENIOR NOTES DUE FEBRUARY 1, 2008 Guaranteed as to Payment of Principal, Interest and any other amounts due by DIAMOND CABLE COMMUNICATIONS PLC No. ___________________ ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1267(a) OF THE UNITED STATES INTERNAL REVENUE CODE. [Legend if Security is a Restricted Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF THIS SECURITY OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] [Legend if the Security is a Regulation S Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] [Legend if Security is not an Exchange Security: THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, DATED FEBRUARY 6, 1998, AMONG THE COMPANY, THE GUARANTOR AND THE PARTIES REFERRED TO THEREIN.] Diamond Holdings plc, a public limited company duly incorporated under the laws of England and Wales with registered number 3483724 (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to bearer upon issuance with presentation and surrender the Trusteeprincipal sum indicated on Schedule A hereof on February 1, as custodian for 2008 and to pay interest thereon from February 6, 1998 or from the Depositarymost recent Interest Payment Date to which interest has been paid or duly provided for, registered in the name of the Depositary or its nominee, semi-annually on August 1 and February 1 in each case year, commencing August 1, 1998, at the rate of [if Sterling Security, then insert: 10%] [if Dollar Security, then insert: 9 1/8%] per annum, until the principal hereof is paid or made available for credit by payment, and (to the Depositary to an account extent that the payment of a direct or indirect participant such interest shall be legally enforceable) at the rate of [if Sterling Security, then insert: 10%] [if Dollar Security, then insert: 9 1/8%] per annum on any overdue principal and premium and on any overdue installment of interest until paid as specified on the Depositaryreverse hereof. [If Original Security, duly executed by the Company and authenticated by the Trustee as hereinafter provided; then insert: provided, however, that upon such deposit through and including if (i) the 40th day after the later of the commencement of the Offering and the original issue date of Company has not filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), registering a security substantially identical to this Security (except that such period through and including such 40th daySecurity will not contain terms with respect to the Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange offer (the "Exchange Offer") (the "Exchange Registration Statement") (or, if applicable, a registration statement registering this Security for resale (a "Resale Registration Statement")) by May 7, 1998, or (ii) the Exchange Registration Statement relating to the Exchange Offer (or, if applicable, a Resale Registration Statement) has not become or been declared effective by August 5, 1998, or (iii) either the Exchange Registration Statement or, if applicable, the “Restricted Period”), all such Securities Resale Registration Statement is filed and declared effective but shall thereafter cease to be credited effective (except as specifically permitted pursuant to or through accounts maintained at the Depositary agreement referred to below) without being succeeded promptly by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer an additional registration statement filed and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nomineedeclared effective, in each case for credit (i) through (iii) upon the terms and conditions set forth in the Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement"), dated as of February 6, 1998, among the Company, the Guarantor and the other parties referred to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.therein (each such event referred to

Forms Generally. The SecuritiesInitial Securities shall be known as the "7.625% Senior (Secured) Notes due 2011" and the Exchange Securities shall be known as the "7.625% Exchange Senior (Secured) Notes due 2011", in each case, of the Guarantees Company. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees(but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, deposited upon issuance with this Article (the Trustee, as custodian for the Depositary, "Restricted Global Securities"). The Restricted Global Securities will be registered in the name of the Common Depositary or its nomineenominee and deposited with the Common Depositary, in each case for credit to an account of a direct or indirect participant Euroclear and Clearstream for the benefit of the DepositaryHolders, and will be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Common Depositary or its nominee, or of the Trustee or Paying Agent, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, deposited upon issuance this Article (the "Regulation S Global Securities" and together with the Trustee, as custodian for Restricted Global Securities the Depositary, "Global Securities"). The Regulation S Global Securities will be registered in the name of the Common Depositary or its nominee, in each case for credit by nominee and deposited with the Depositary to an account of a direct or indirect participant of the Common Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant Euroclear and Clearstream for the benefit of the DepositaryHolders, and will be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Common Depositary or its nominee, or of the Trustee or Paying Agent, as hereinafter provided.

Forms Generally. The Securities, the Guarantees Securities and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoARTICLE TWO, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered The terms and sold in reliance on Regulation S shall be issued provisions contained in the form of one or more Regulation S Global Securities, substantially in the form Securities set forth in Section 202Sections 202 through 204 shall constitute, deposited upon issuance with and are expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, as custodian for the Depositaryby their execution and delivery of this Indenture, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary expressly agree to an account of a direct or indirect participant of the Depositary, duly executed by the Company such terms and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through provisions and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall to be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedbound thereby.

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositaryDepositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. With respect to any Additional Securities issued subsequent to the date of this Indenture notwithstanding anything else herein, (1) all references in Section 202 herein and elsewhere in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Securities, (2) any references in Section 202 and elsewhere in this Indenture to the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration Statement, Initial Purchasers, Registration Default, and any other term related thereto shall be to such terms as they are defined in such registration rights agreement entered into with respect to such Additional Securities, (3) all time periods described in the Securities with respect to the registration of such Additional Securities shall be as provided in such Registration Rights Agreement entered into with respect to such Additional Securities, (4) any penalty interest may, if set forth in the Registration Rights Agreement, be paid to the holders of the Additional Securities immediately prior to the making or the consummation of the Exchange Offer regardless of any other provisions regarding record dates herein and (5) all provisions of this Indenture shall be construed and interpreted to permit the issuance of such Additional Securities and to allow such Additional Securities to become fungible and interchangeable with the Series A Securities originally issued under this Indenture.

Forms Generally. The Securities, the Guarantees and the Trustee’s certificate of authentication thereon Securities shall be in substantially the forms form set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. Upon their original issuance, the Rule 144A Securities and the Regulation S Securities shall be issued in the form of separate Global Securities registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian for the Depositary, for credit by the Depositary to the respective accounts of Beneficial Owners of the Securities and Guaranteesrepresented thereby (or such other accounts as they may direct). Any portion Each such Global Security will constitute a single Security for all purposes of this Indenture. The Global Security representing Rule 144A Securities, together with its Successor Securities which are Global Securities other than Regulation S Global Securities, are collectively herein called the text of any "Restricted Global Security". The Global Security may be set forth on representing Regulation S Securities, together with its Successor Securities which are Global Securities other than Restricted Global Securities, are collectively herein called the reverse thereof, with an appropriate reference thereto on the face of the "Regulation S Global Security". The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series SECTION 202. FORM OF FACE OF SECURITY. [IF THE SECURITY IS A Securities offered GLOBAL SECURITY, INSERT THE LEGENDS REQUIRED BY SECTION 204 OF THE INDENTURE.] [IF RESTRICTED SECURITIES, INSERT -- THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND IN ANY EVENT MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH THE INDENTURE, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE CORPORATE TRUST OFFICE OF THE INDENTURE TRUSTEE IN NEW YORK. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. EACH HOLDER OF THIS SECURITY REPRESENTS TO SCHOLASTIC CORPORATION THAT (a) SUCH HOLDER WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY (WITHOUT THE CONSENT OF SCHOLASTIC CORPORATION) OTHER THAN (i) TO A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH RULE 144A UNDER THE SECURITIES ACT, (ii) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, (iii) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, (iv) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUBJECT, IN THE CASE OF CLAUSES (ii), (iii) OR (iv), TO THE RECEIPT BY SCHOLASTIC CORPORATION OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE ACCEPTABLE TO SCHOLASTIC CORPORATION THAT SUCH RESALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (v) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO HEREIN AND DELIVER TO THE TRANSFEREE (OTHER THAN A QUALIFIED INSTITUTIONAL BUYER) PRIOR TO THE SALE A COPY OF THE TRANSFER RESTRICTIONS APPLICABLE HERETO (COPIES OF WHICH MAY BE OBTAINED FROM THE INDENTURE TRUSTEE).] [IF REGULATION S SECURITIES, INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH LAWS.] SCHOLASTIC CORPORATION 5% Notes Due 2013 CUSIP NO. No. _________ $ ________ Scholastic Corporation, a corporation duly organized and sold existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________________________________________, or registered assigns, the principal sum of ____________________________________ dollars on April 15, 2013, and to pay interest thereon from April 4, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in reliance each year, commencing October 15, 2003, at the rate of 5% per annum, until the principal hereof is paid or made available for payment [IF ORIGINAL SECURITIES, INSERT -- ; PROVIDED, HOWEVER, that if (i) on Rule 144A shall be issued initially in or prior to the form 60th day following the original issue date of one or more Rule 144A Global the Securities, a registration statement (the "Exchange Registration Statement") under the Securities Act, registering a security substantially in identical to this Security (except that such Security will not contain terms with respect to the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Special Interest payments described below or its nominee, in each case for credit transfer restrictions) pursuant to an account of a direct exchange offer (the "Exchange Offer"), or, on or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time prior to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of (a) the commencement of the Offering and 210th day following the original issue date of the Securities or (such period through b) the 60th day after required or requested pursuant to the Registration Rights Agreement (as defined in the Indenture), a registration statement registering this Security for resale (the "Resale Registration Statement"), has not been filed with the Securities and including such 40th dayExchange Commission (the "Commission"); or (ii) on or prior to the 180th day following the original issue date of the Securities, the “Restricted Period”Exchange Registration Statement, or, on or prior to the 240th day following the original issue date of the Securities, the Resale Registration Statement, has not become or been declared effective; or (iii) on or prior to the 225th day following the date of original issue of the Securities, neither the Exchange Registration Statement has been consummated nor, if applicable, the Resale Registration Statement has been filed or declared effective; or (iv) either the Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective (except as specifically permitted therein) but shall thereafter cease to be effective without being succeeded promptly by an additional registration statement filed and declared effective, in each case (i) through (iv) upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) through (iv), all such Securities shall be credited a "Registration Default"), then interest will accrue (in addition to or through accounts maintained any stated interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time Securities, for the 90-day period immediately following the occurrence of the Registration Default, which rate shall be increased by 0.25% per annum at the beginning of each subsequent 90-day period (provided that the rate at which such additional interest accrues shall not exceed 0.50% per annum in the aggregate) and interest shall be payable at such increased rate until such time (the "Step-Down Date") as no Registration Default is in effect (after which such interest rate will be restored to its initial rate) or decreased by adjustments made the first date the Securities become freely tradeable under Rule 144(k) of the Securities Act. Interest accruing as a result of the Step-Up (which shall be computed on the records basis of a 365-day year and the actual number of days elapsed) is referred to herein as "Special Interest." Accrued Special Interest, if any, shall be paid semi-annually on April 15 and October 15 in each year. Any accrued and unpaid interest (including Special Interest) on this Security upon the issuance of an Exchange Security (as defined in the Indenture) in exchange for this Security shall cease to be payable to the Holder hereof but such accrued and unpaid interest (including Special Interest) shall be payable on the next Interest Payment Date for such Exchange Security to the Holder thereof on the related Regular Record Date.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 1 or October 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 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, as custodian for the Depositary, as hereinafter provided. Series B Securities exchanged for Series A Securities notice whereof shall be issued initially given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose 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 [IF NOT A GLOBAL SECURITY, INSERT -- ; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the form Security Register]. Reference is hereby made to the further provisions of one or more Series B Global Securities, substantially in the form this Security set forth in Section 202on the reverse hereof, deposited upon issuance with which further provisions shall for all purposes have the Trustee, same effect as custodian for if set forth at this place. Unless the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.